Document No. SBIRS002 4/29/10 Flowdowns for Prime Contract FA8810-08-C-0002, SBIRS Follow-On Production Full Text Clauses H063 CONTRACTOR IDENTIFICATION (FEB 2003) (Applicable for all purchase orders/subcontracts) (a) Contractor personnel and their subcontractors must identify themselves as Contractors or subcontractors during meetings, telephone conversations, in electronic messages, or correspondence related to this contract. (b) Contractor-occupied facilities (on AFMC or other 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. SMC-52.15-2 Enabling Clause Between Prime Contractors and Service Contractors (Mar 2007) (Applicable for all purchase orders/subcontracts over $1M) (a) The Air Force has entered into contracts with SAIC, Scitor, and Tecolote for services to provide technical, evaluation, financial, and acquisition management 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 (insert applicable task detail). (c) In the performance of this contract, the Contractor agrees to cooperate with SAIC, Scitor, and Tecolote 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, financial data including the Contractor’s cost/schedule management system/records and accounting system, 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. (e) Service Contractor personnel are not authorized to direct a Contractor in any manner. Document No. SBIRS002 Rev. 1 1 Document No. SBIRS002 4/29/10 (f) Service contracts contain an organizational conflict of interest clause that requires the service Contractors to protect the data and prohibits the service Contractors form 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 – 52.15-3-1 Enabling Clause for General Systems Engineering and Integration (Mar 2007) (Applicable for all purchase orders/subcontracts) (a) This contract covers part of the SBIRS Follow-On Production program which is under the general program management of 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 definitions; 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/or 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. (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 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 including cost+ 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 personnel engaged in general systems engineering and integration effort tare authorized access to any technical information pertaining to this contract. Document No. SBIRS002 Rev. 1 2 Document No. SBIRS002 4/29/10 (d) The contractor further aggress to include in each subcontract a clause requiring compliance by 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 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. (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) Technical direction under this contract will be given to the 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. + Cost data is defined as information associated with the programmatic elements of 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. SMC – 52.15-3-2 Enabling Clause for Technical Review (Mar 2007) (Applicable to all purchase orders/subcontracts) (a) This contract covers part of the SBIRS Follow-On Production program which is under the general program management of SMC. The Air Force has entered into a contract with The Aerospace Corporation for the services of a technical group that will support the DoD program office by performing Technical Review tasks. (b) 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 consideration for modifying the program or redirecting the contractor’s efforts to assure timely and economical accomplishment of program objectives. (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; and test equipment specifications and procedures, parts and quality control procedures, Document No. SBIRS002 Rev. 1 3 Document No. SBIRS002 4/29/10 records and data; manufacturing and assembly procedures; and schedule and milestone data, all in their original form or reproduced form and including cost+ 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 personnel engaged in review efforts are authorized access to any technical information pertaining to the 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 responsibility to manage the subcontracts effectively and efficiently nor is it intended to establish privity of contract between the Government of 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) 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. + Cost data is defined as information associated with the programmatic elements of 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. SMC – 52.15-3-3 Enabling Clause for Technical Support (Mar 2007) (Applicable for all purchase orders/subcontracts) (a) This contract covers part of the SBIRS Follow-On Production which is under the general program management of SMC. The Air Force has entered into a contract with The Aerospace Corporation for the services of a technical group that will support the DoD program office by performing Technical Support tasks. (b) 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 FFRDC is uniquely qualified by virtue of its specially qualified personnel, facilities, or corporate memory. The categories of TS tasks are: Selected Research, Development, Test and Evaluation; Plans and Document No. SBIRS002 Rev. 1 4 Document No. SBIRS002 4/29/10 System Architecture; Multi-Program Systems Enhancement; International Technology Assessment; and Acquisition Support. (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; 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 including cost+ 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 personnel engaged in the review effort are authorized access to any technical information pertaining to the 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 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) 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. + Cost data is defined as information associated with the programmatic elements of 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. SMC-52.35-4 Application for Equipment Frequency Authorization (Mar 2007) (Applicable if your work requires a frequency authorization. Application to be coordinated through Lockheed Martin.) Document No. SBIRS002 Rev. 1 5 Document No. SBIRS002 4/29/10 The Contractor must ensure that radio frequencies are available to support electromagnetic radiating devices in their intended environment and that adequate protection from interference can be provided to receiving devices. Accordingly, the Contractor shall submit DD Form 1494, Application for Equipment Frequency Allocation, in triplicate to the buyer at the issuing office indicated on the cover of this document within 45 days after contract award. Instructions for preparing the form are contained in AFI 33-118, Radio Frequency Spectrum Management, and on the form itself. The DD Form 1494 will be routed through the Administrative Activity Quality Control Office indicated on the cover of the form in accordance with AFI 33-118. Upon verification of frequency requirements, the Contractor shall submit, if required, information to prepare a “Standard Frequency Action Format (SFAF) Request” to the person and address specified above. Instructions for preparing an SFAF are contained in AFI 33-118. Attention is directed to DFARS 252.235-7003, Frequency Authorization. SMC – 52.47-3 Packing and Marking of Hazardous Material (Mar 2007) (Applicable if you will be shipping hazardous material directly to the Government) Hazardous materials shall be prepared for shipment in accordance with the following applicable regulations for the individual shipment hazard, ultimate destination, and mode for transportation: (a) Code of Federal Regulations (CFR) Title 29, Part 1910. 1200; (b) Code of Federal Regulations (CFR) Title 49; (c) Air Force Joint Manual (AFJAM) 24-204, Preparing Hazardous Materials for Military Air Shipment; (d) International Civil Aviation Organization (ICAO) Technical Instructions for the Safe Transport of Dangerous Goods by Air; and International Maritime Dangerous Goods (IMDG) Code. SMC-H003 Integrated Master Plan/Integrated Master Schedule (Mar 2007) (Applicable if the Lockheed Martin procurement representative has identified you as a major subcontractor.) (A) General Description: The Integrated Master Plan (IMP) and the Integrated Master Schedule (IMS) are documents which provide insight into the process and related schedules associated with accomplishing the design, development, integration, fabrication, testing, delivery and sustainment of the SBIRS products. This includes the development and delivery/availability of data. The primary consideration in the application of the IMP and IMS is to field SBIRS products which meet the contract specifications within the affordability constraints of the program. Document No. SBIRS002 Rev. 1 6 Document No. SBIRS002 4/29/10 (B) Definition of Terms: Each section/subsection of the IMP shall be a Product section/subsection and/or a Narrative section/subsection. Product section/subsections are divided into three categories: (1) The IMP consists of event, significant accomplishments, accomplishment criteria and narrative section/subsection. (a) Event – The initiation or conclusion of an interval of major program activity. It represents a decision point relating system maturity to continued system development. (b) Significant Accomplishments – A specified result substantiating an event that indicates a level of design maturity (or progress) directly related to each product/process. It is generally a discrete step in the progress of the planned development. (c) Accomplishment Criteria – A definitive measure or measures substantiating that a level of maturity (or progress) has been achieved. (d) Narrative Section/Subsection – A concise summary describing key functional/management processes and procedures. The IMS consists of the Detailed Tasks and Calendar Schedule relating to the IMP, as defined below: (A) Detailed Tasks (IMS) – Detailed work effort to be completed in support of a specific significant accomplishment. (B) Calendar Schedule (IMS) – Detailed schedule (dates) of work effort to be completed. (C) Flow Down of IMP/IMS: The Contractor shall flow down the requirements of the IMP and IMS to the major subcontractors or include major subcontractor activity in the Contractor’s IMP. (D) Changes to the IMP and IMP: The IMP is incorporated into the contract (Attachment 6). Changes to the IMP can only be made as mutually agreed to by the Government and the Contractor. The process fro changing the IMS will be described in the IMP. SMC—H012 EMD Residual Parts and Materials (May 2007) (Applicable if the subcontractor performed under the SBIRS EMD contract and has excess residual parts and materials. “Government” shall mean “Lockheed Martin” and “Contractor” shall mean “subcontractor”.) The contract price is predicated on availability and use of residual EMD parts and material. The Government and Contractor agree that some quantity of parts and materials will be excess to the EMD contract (F04701-95-C-0017) and that any residual parts and materials are available for unrestricted use on this contract. The Contractor is authorized Document No. SBIRS002 Rev. 1 7 Document No. SBIRS002 4/29/10 to transfer residual Government-owned parts and material items from the EMD to this contract 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. SMC—H013 Consolidated Spare Parts Agreement (May 2007) (Applicable if the subcontractor performed under the SBIRS EMD contract and has excess residual parts and materials. “Government” shall mean “Lockheed Martin”and “Contractor” shall mean “subcontractor”. (a) The Government and Contractor recognize that there will be spare parts purchased on this contract and in some instances residual spare parts will be transferred from the EMD contract (F04701-95-C-0017). The parties agree that the total requirements for spare parts on this contract may come from either of the two contracts. Spare parts will be delivered as a flight qualified unit or box. Once a spare unit or box is qualified and placed into storage/bond, it is considered Contractor WIP for use as needed to meet production delivery schedules. (b) Where the cost of repair, refurbishment and/or testing of a spare part is less than $25,000 there will be no change in contract price and the Contractor may make its own determination to repair or scrap an item. If the price of repair, refurbishment and/or testing is $25,000 or more, the Contractor shall provide a repair or scrap recommendation and estimated price to the Contracting Officer for a Government decision and contractual authorization. (c) The Government will issue disposition direction for all remaining spare parts at launch plus one month of the respective GEO 3 satellite or HEO 4 payload. Storage of all spar parts shall be the responsibility of the Contractor through launch plus three months of the respective GEO 3 satellite or HEO 4 payload. SMC--H015 CROSS-UTILIZATION OF GOVERNMENT OWNED PROPERTY AMONG CONTRACTS F04701-92-C-0049, F04701-96-C-0030, F04701-96-C-0031, F04701-97-C-0042, F04701-96-C-0023, F04701-02-C-0002, F04701-95-C-0017 & FA8810-08-C-0002 (MAY 2007) (Applicable if your contract calls for 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 Nos. F04701-92-C-0049, F04701-96-C-0030, F04701-96-C-0031, F04701-97C-0042, F04701-96-C-0023, F04701-02-C-0002, F04701-95-C-0017 and FA8810-08-C0002, SBIRS High Component Task Orders under Contract GS00T99ALD0205, F0560403-F-0093, F05604-03-F-0120, AND F05604-03-F-0048 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 contract 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 Document No. SBIRS002 Rev. 1 8 Document No. SBIRS002 4/29/10 recognized by the Government as defined in the clause of this contract entitled "Government Property". (c) All shipments and transfers will be documented by a DD Form 1149. Government approval is not required for changes in location 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 subcontracts that include the use of government-owned property. Section I FAR Clauses 52.216-26, Payments of Allowable Costs Before Definitization (Dec 2002) (Applicable if you received an undefinitized contract, applicable while your contract is undefintized) 52.232-17, Interest (Jun 1996) (Applicable for all purchase orders/subcontracts) "Government" means "Lockheed Martin." 52.245-9, Use and Charges (Jun 2007) (Applicable if government property will be provided to you) Section I DFARS Clauses 252.204-7000, Disclosure of Information (Dec 1991) (Applicable for all purchase orders/subcontracts) 252.208-7000, Intent to Furnish Precious Metals as Government-Furnished Material (Dec 1991). (This is a solicitation clause and is applicable for all request for quotations/request for proposals (RFQ/RFP)) 252.225-7012, Preference for Certain Domestic Commodities (Jan 2007). (Applicable for all purchase orders/subcontracts with deliverables.) 252.235-7003, Frequency Authorization (Dec 1991) and Alternate I (Dec 1991). (The basic clause is in Corpdocs and if that clause is applicable to you then Alternate I is also applicable to you) 252.242-7002, Earned Value Management System (Mar 2005). (Applicable if the subcontractor is listed in paragraph (f) of this clause in the Prime Contract) Document No. SBIRS002 Rev. 1 9 Document No. SBIRS002 4/29/10 252.243-7002, Requests for Equitable Adjustment (Mar 1998). (Applies to all purchase orders/subcontracts over $100,000.) Section I 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 at an Air Force Installation) Section II, Part B, Defense FAR Supp Contract Clauses in Full Text 252.225-7014, Preference for domestic Specialty Metals (Deviation) (Jun 2005) Alternate I (Apr 2003) (a) Definitions. As used in this clause-(1) "Electronic component" means an item that operates by controlling the flow of electrons or other electrically charged particles in circuits, using interconnections of electrical devices such as resistors, inductors, capacitors, diodes, switches, transistors, or integrated circuits. An item can be an "electronic component" regardless of the tier of the end product at which it is installed. (2) "End product" means supplies delivered under a line item of this contract. (3) "Qualifying country" means any country listed in subsection 225.872-1 of the Defense Federal Acquisition Regulation Supplement. (4) "Specialty metals" means any of the following: (i) Steel-(A) With a maximum alloy content exceeding one or more of the following limits: manganese, 1.65 percent; silicon, 0.60 percent; or copper, 0.60 percent; or (B) Containing more than 0.25 percent of any of the following elements: aluminum, chromium, cobalt, columbium, molybdenum, nickel, titanium, tungsten, or vanadium; (ii) Metal alloys consisting of nickel, iron-nickel, and cobalt base alloys containing a total of other alloying metals (except iron) in excess of 10 percent. Document No. SBIRS002 Rev. 1 10 Document No. SBIRS002 4/29/10 (iii) Titanium and titanium alloys. (iv) Zirconium and zirconium base alloys. (b) Any specialty metals incorporated in articles delivered under this contract shall be melted or produced in the United States or its outlying areas. (c) This clause does not apply to specialty metals-(1) Melted in a qualifying country or incorporated in an article manufactured in a qualifying country; or (2) Incorporated in a commercially available electronic component, if the value of the specialty metal content in the electronic component does not exceed 10 percent of the overall value of the lowest level electronic component, containing specialty metal, that is(i) Produced by the Contractor; or (ii) If the Contractor does not produce the electronic component, produced by the subcontractor from which the electronic component was acquired. (d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts for items containing specialty metals. Document No. SBIRS002 Rev. 1 11