02/12/2013 Document No. SN006 Flowdowns for Prime Contract FA8823-13-C-0001, GPS IIR Operations and Sustainment Full Text Clauses SMC--H001 ENABLING CLAUSE FOR GOVERNMENT TECHNICAL GROUP (JUN 2012) (Applicable for all purchase orders/subcontracts.) (a) This contract covers part of the Global Positioning System program which is under the general program management of SMC. The Air Force Space and Missile Systems Center (SMC) is responsible for management of this contract. The Air Force has entered into a contract with the following contractors for the services of a technical group, which support the DoD program office by performing Technical Review tasks: Science Applications International Corporation (SAIC), ARINC, Telecote Research Incorporated (TRI), Booz Allen Hamilton (BAH), Delta Solutions and Strategies, and Aerospace Corporation. (b) Technical Review (TR) is the process of appraising the technical performance of the contractor through meetings, exchanging information on progress and problems, reviewing reports, evaluating presentations, reviewing hardware and software, witnessing and evaluating tests, analyzing plans for future work, evaluating efforts relative to contract technical objectives, and providing comments and recommendations in writing to the Air Force Manager as an independent technical assessment for hisconsideration for modifying the program or redirecting the contractors' efforts to assure timely and economical accomplishment of program objectives. (c) In the performance of this contract, the contractor agrees to cooperate with the contractors identified in paragraph (a) and any subcontractors, 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; by delivering 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 technical support personnel. The support personnel engaged in technical review effort are authorized access to any technical information pertaining to the contract and are bound by their respective Non-Disclosure Agreements (NDAs) with the Government to protect the information they receive. Additionally, other than those data items delivered to the Government with "Unlimited Rights" as shown in Attachment 4 of the contract FA8823-13-C-0001, all contractors and subcontractors performing under the provisions of this clause shall not use, modify, reproduce, release, perform, display or disclose the information they receive on any other program without the written consent of both the Contractor and the Government. (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 responsibility to manage the subcontracts effectively and efficiently nor is it intended to establish privity of contract between the Government or with the contractor identified in paragraph (a) and such subcontractors. (e) The personnel of the contractors is identified in paragraph (a) are not authorized to direct the contractor in any manner. The contractor agrees to accept technical direction as follows: Document No. SN006 1 of 7 02/12/2013 02/12/2013 Document No. SN006 Flowdowns for Prime Contract FA8823-13-C-0001, GPS IIR Operations and Sustainment 1. Technical direction under this contract will be given to the contractor solely by SMC. 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. (f) Notwithstanding language contained elsewhere in this contract, contractor and its subcontractors shall not be obligated to disclose proprietary financial information to any non-Government entities providing services to the Government during the proposal or contract execution and management phases of this activity. SMC--H003 ENABLING CLAUSE FOR GENERAL SYSTEM ENGINEERING AND INTEGRATION (GSE&I) (JUN 2012) (Applicable for all purchase orders/subcontracts.) (a) This contract covers the GPS IIR program, which is under the general program management of the Air Force Space and Missile Systems Center at Peterson Air Force Base. The Air Force has entered into a contract with The Aerospace Corporation, a California nonprofit corporation operating a Federally Funded Research and Development Center (FFRDC), for the services of a technical group, which will support the DoD program office by performing General Systems Engineering and Integration (GSE&I), Technical Review, and/or Technical Support including informing the commander or director of the various Department of Defense ("DoD") organizations it supports and any U.S. Government program office of product or process defects and other relevant information, which, if not disclosed to the U.S. Government, could have adverse effects on the reliability and mission success of a U.S. Government program. 1. 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 tradeoffs, 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 contractor's 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 Project Officer as an independent technical assessment for consideration for modifying the program or redirecting the contractor's efforts, all to the extent necessary to assure timely and economical accomplishment of program objectives consistent with mission requirements. 2. Technical Review (TR) includes the process of appraising the technical performance of the contractor through meetings, exchanging information on progress and problems, reviewing reports, evaluating presentations, reviewing hardware and software, witnessing and evaluating tests, analyzing plans for future work, evaluating efforts relative to contract technical objectives, and providing comments and recommendations in writing to the Air Force Program Manager as an independent technical assessment for his consideration for modifying the program or redirecting the contractors' efforts to assure timely and economical accomplishment of program objectives. 3. Technical Support (TS) deals with broad areas of specialized needs of customers for planning, system architecting, research and development, horizontal engineering, or analytical activities for which The Aerospace Corporation is uniquely qualified by virtue of its specially qualified personnel, facilities, or Document No. SN006 2 of 7 02/12/2013 02/12/2013 Document No. SN006 Flowdowns for Prime Contract FA8823-13-C-0001, GPS IIR Operations and Sustainment corporate memory. The categories of TS tasks are: Selected Research, Development, Test, and Evaluation; Plans and System Architecture; Multi-Program Systems Enhancement; International Technology Assessment; and Acquisitions Support. (b) In the performance of this contract, the Contractor agrees to cooperate with the Aerospace Corporation by responding to invitations from authorized U.S. Government 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 specification; test and test equipment specification 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 including top-level life cycle cost data, where available*; by delivering data as specified in the Contract Data Requirements List; where available; 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 personnel engaged in general systems engineering and integration, Technical Review, and/or Technical Support efforts: (i) are authorized access to all such technical information (including proprietary information) pertaining to this contract and may discuss and disclose it to the applicable DoD personnel in a program office; (ii) are authorized to discuss and disclose such technical information (including proprietary information) to the commander or director of the various DoD organizations it supports and any U.S. Government personnel in a program office which, if not disclosed to the U.S. Government, could have adverse effects on the reliability and mission success of a U.S. Government program; and (iii) Aerospace shall make the technical information (including proprietary information) available only to its Trustees, officers, employees, contract labor, consultants, and attorneys who have a need to know. (c) The contractor further agrees to include in all subcontracts a clause requiring compliance by subcontractor and supplier and succeeding levels of subcontractors and suppliers with the response and access and disclosure provisions of this Enabling Clause, subject to coordination with the contractor, except for subcontracts for commercial item or commercial services. This agreement does not relieve the contractor of its 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 or suppliers, except as indicated in paragraph (d) below. (d) The Aerospace Corporation shall protect the proprietary information of contractors, subcontractors, and suppliers in accordance with the Master Non-disclosure Agreement The Aerospace Corporation entered into with the Air Force, a copy which is available upon request. This Master Non-disclosure Agreement satisfies the Nondisclosure Agreement requirements set forth in 10 U.S.C §2320 (f)(2)(B), and provides that such contractors, subcontractors, and suppliers are intended third-party beneficiaries under the Master Nondisclosure Agreement and shall have the full rights to enforce the terms and conditions of the Master Nondisclosure Agreement directly against the Aerospace Corporation, as if they had been signatory party hereto Each such contractor, subcontractor, or supplier hereby waives any requirement for The Aerospace Corporation to enter into any separate company-to-company confidentiality or other non-disclosure agreements. (e) Aerospace shall make the technical information (including proprietary information) available only to its Trustees, officers, employees, contract labor, consultants, and attorneys who have a need to know, and Aerospace shall maintain between itself and the foregoing binding agreements of general application as may Document No. SN006 3 of 7 02/12/2013 02/12/2013 Document No. SN006 Flowdowns for Prime Contract FA8823-13-C-0001, GPS IIR Operations and Sustainment be necessary to fulfill their obligations under the Master Non-disclosure Agreement referred to herein, and Aerospace agrees that it will inform contractors, subcontractors, and suppliers if it plans to use consultants, or contract labor personnel and, upon the request of such contractor, subcontractor, or supplier, to have its consultants and contract labor personnel execute non-disclosure agreements directly therewith. (f) The Aerospace Corporation personnel are not authorized to direct the contractor in any manner. The contractor agrees to accept technical direction as follows: (1) Technical direction under this contract will be given to the contractor solely by the 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. *Cost data is defined as information associated with the programmatic elements or life cycle (concept, development, production, operations, and retirement) of the system/program. As defined, cost data differs from "financial" data, which is defined as information associated with the internal workings of a company or contractor that is not specific to a project or program. FAR Clauses 52.203-7, Anti-Kickback Procedures (Oct 2010) – This clause is already called out in CorpDocs, but it should be replaced with the October 2010 version. 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Aug 2012) – This clause is already called out in CorpDocs, but it should be replaced with the August 2012 version. 52.215-21, Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications (Oct 2010) and Alternate I (Oct 2010) – The basic clause is already called out in CorpDocs, but Alternate I will also apply. 52.215-23, Limitations on Pass-Through Charges (Oct 200) and Alternate I (Oct 2009) – The basic clause is already called out in CorpDocs, but Alternate I will also apply. 52.222-54, Employment Eligibility Verification (Jul 2012) – This clause is already called out in CorpDocs, but it should be replaced with the July 2012 version. 52.223-18, Encouraging Contractor Policy to Ban Text Messaging While Driving (Aug 2011) – This clause is already called out in CorpDocs, but it should be replaced with the August 2011 version. 52.227-1, Authorization and Consent (Dec 2007) and Alternate I (Apr 1984) – The basic clause is already called out in CorpDocs and if it is applicable to you, then Alternate I will also apply. Document No. SN006 4 of 7 02/12/2013 02/12/2013 Document No. SN006 Flowdowns for Prime Contract FA8823-13-C-0001, GPS IIR Operations and Sustainment 52.230-2, Cost Accounting Standards (May 2012) – This clause is already called out in CorpDocs, but it should be replaced with the May 2012 version. 52.230-3, Disclosure and Consistency of Cost Accounting Practices (May 2012) – This clause is already called out in CorpDocs, but it should be replaced with the May 2012 version. 52.245-1, Government Property (Apr 2012) – This clause is already called out in CorpDocs, but they should be replaced with the April 2012 version. 52.245-9, Use and Charges (Apr 2012) (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.) 52.249-2, Termination for Convenience of the Government (Fixed-Price) (Apr 2012) – This clause is already called out in CorpDocs, but it should be replaced with the April 2012 version. 52.249-6, Termination (Cost Reimbursement) (May 2004) – This clause is already called out in CorpDocs, but it should be replaced with the May 2004 version. DFARS Clauses 252.203-7003, Agency Office of the Inspector General (Apr 2012) – This clause is already called out in CorpDocs, but it should be replaced with the April 2012 version. 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.") 252.211-7007, Reporting of Government-Furnished Property (Aug 2012) – This clause is already called out in CorpDocs, but it should be replaced with the August 2012 version. 252.219-7004, Small Business Subcontracting Plan (Test Program) (Jan 2011) (Applicable if you participate in the DoD Test Program.) 252.222-7006, Restrictions on the Use of Mandatory Arbitration Agreements (Dec 2010) (Applicable for all purchase orders/subcontracts that exceed $1,000,000 and will be funded in whole or part with Fiscal Year 2010 appropriated funds except for purchase orders/subcontracts for commercial items or for commercial offthe-shelf items. The clause is not required if all of the subcontractors employees performing work under the contract will be located outside of the United States. The certification in paragraph (b)(2) applies to both Seller in its own capacity and to Seller's covered subcontractor's.) 252.223-7006, Prohibition on Storage and Disposal of Toxic and Hazardous Materials (Apr 2012) and Alternate I (Nov 1995) (Applicable if this purchase order/subcontract requires, or may require, or permits Seller to treat or dispose of non-DoD-owned toxic or hazardous materials as defined in this clause.) Document No. SN006 5 of 7 02/12/2013 02/12/2013 Document No. SN006 Flowdowns for Prime Contract FA8823-13-C-0001, GPS IIR Operations and Sustainment 252.225-7001, Buy American and Balance of Payments Program (Jun 2012) and Alternate I (Oct 2011) – This clause is already called out in CorpDocs, but it should be replaced with the June 2012 version. Alternate I will also apply. 252.225-7012, Preference for Certain Domestic Commodities (Jun 2012) (Applicable for all purchase orders/subcontracts with any deliverables of items covered by this clause.) 252.225-7013, Duty-Free Entry (Jun 2012) – This clause is already called out in CorpDocs, but it should be replaced with the June 2012 version. 252.225-7021, Trade Agreements (Nov 2012) – This clause is already called out in CorpDocs, but it should be replaced with the November 2012 version. 252.227-7013, Rights in Technical Data--Noncommercial Items (Feb 2012) – The basic clause is already called out in CorpDocs, but it should be replaced with the February 2012 version. 252.227-7014, Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Feb 2012) – This clause is already called out in CorpDocs, but it should be replaced with the February 2012 version. 252.227-7037, Validation of Restrictive Markings on Technical Data (Jun 2012) – This clause is already called out in CorpDocs, but it should be replaced with the June 2012 version. 252.237-7010, Prohibition on Interrogation of Detainees by Contractor Personnel (Nov 2010) (Applicable for all purchase orders/subcontracts that may require subcontractor personnel to interact with detainees in the course of their duties.) 252.239-7001, Information Assurance Contractor Training and Certification (Jan 2008) (Applicable if you will be accessing DoD Information Systems.) 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) (Jun 2012) (Applicable if your purchase order/subcontract is for commercial items or commercial components.) 252.245-7004, Reporting, Reutilization, and Disposal (Apr 2012) (Applicable to all purchase orders/ subcontracts containing the clause at FAR 52.245-1, Government Property. "Contracting Officer" means “Lockheed Martin.”) 252.246-7001, Warranty of Data (Dec 1991) and Alternate II (Dec 1991) (Applicable if you will be delivering data. "Government" means "Lockheed Martin or the Government." "Contracting Officer" means "Lockheed Martin." The last sentence in paragraph (b) is changed to read as follows: The warranty period shall extend for three years after completion of delivery of the data to Lockheed Martin, or if the data is delivered to the Government, either by Lockheed Martin or Seller, the warranty period shall extend for three Document No. SN006 6 of 7 02/12/2013 02/12/2013 Document No. SN006 Flowdowns for Prime Contract FA8823-13-C-0001, GPS IIR Operations and Sustainment years after delivery to the Government." Alternate II will also apply when extended liability is desired and a firm fixed price purchase order/subcontract is contemplated. ) AFFARS Clauses 5352.223-9001, Health and Safety on Government Installations (Nov 2012) (Applicable if you will be performing work on a government installation. "Contracting Officer" means "Lockheed Martin.") 5352.242-9000, Contractor Access to Air Force Installations (Nov 2012) (Applicable if you will be performing work on a government installation. "Contracting Officer" means "Lockheed Martin." In paragraph (e) "the prime contractor" means "Seller.") 5352.242-9001, Common Access Cards (CACS) for Contractor Personnel – AF Systems (Nov 2012) (Applicable if you will be performing work on a government installation. All communication with the government required by this clause shall be conducted through Lockheed Martin.) Document No. SN006 7 of 7 02/12/2013