Flowdowns for MKV Contract W9113M-04-D-0001 s10

Document No. MD025 11/19/10

Flowdowns for Contract 1053873, ALTB Directed Energy Capabilities, Supporting Prime Contract FA8632-04-D-2450

Where necessary, to identify the applicable parties under the following clauses, “Contractor” shall mean “Seller,” “Contracting Officer” shall mean “Lockheed Martin Procurement Representative,” “Contract” means this subcontract and “Government” means “Lockheed Martin.” However, the words “Government” and “Contracting Officer” do not change: (1) when a right, act, authorization or obligation can be granted or performed only by the Government or the Prime Contract Contracting Officer or duly authorized representative, including but not limited to (i) audit rights to Seller’s proprietary business records or (ii) any indemnification or limitation of liability obligation, which obligation shall remain with the Government; (2) when title to property is to be transferred directly to the Government, and (3) when the Government is granted ownership or other rights to Seller’s intellectual property or technical data.

Full Text Clauses

G017 IMPLEMENTATION OF PATENT RIGHTS CLAUSE (IDIQ) (SEP 1999) (Applicable to all purchase orders/subcontracts)

All documents and information required by the patent rights and/or patent reporting clauses set forth in Section I of this contract shall be submitted FOR EACH ORDER to the Administrative Contracting Officer and to 377 ABW/JAN, 2251 Maxwell SE, Kirtland AFB NM 87117-5772. The 377 ABW/JAN patent administrator can be reached at (505) 846-1542. This notice also constitutes a request (see FAR 52.227-12(f)(10) or DFARS 252.227-7039(c), as applicable) for submission of a copy of the patent application, when filed, along with the patent application serial number, filing date, subsequent U.S. patent number and issue date, as received.

ASC/TMK-H001 SPECIAL TEST EQUIPMENT, SPECIAL TOOLING, AND GOVERNMENT FURNISHED PROPERTY (NOV 2003) (Applicable to all purchase orders/subcontracts)

On a rent-free, noninterference basis, the Contractor is authorized to use, and may authorize its subcontractors to use, the Special Tooling, Special Test Equipment, and/or Government Furnished Property (GFP) accountable or approved for use under any of the other ABL Contracts, as identified in contract clause ASC/TMK-H002 below, during the performance of this contract.

ASC/TMK-H002 CONTRACT INTERDEPENDENCIES (NOV 2003) (Applicable to all purchase orders/subcontracts. Communications from/to Seller to/from Contracting Officer or from/to Seller to/from Lockheed Martin’s Customer shall be made through the Lockheed Martin Procurement Representative).

(a) The ABL program consists of the following contracts:

Program Contract Number

Block 2004 Contract F29601-97-C-0001

Block 2006 Contract FA8632-04-D-2450

Block 2008 Contract F33657-03-C-0001

Iron Bird Test Bed F33657-03-D-2036

Technology Insertion Contract F33657-03-D-0004

(b) The ABL program contracts listed above are interdependent. The above contracts are interdependent to achieve programmatic synergy; however, the work scopes of these contracts are separate and distinct from one another. If a change to any one of the above listed contracts causes an increase or decrease in Contractor's costs of, or time required for, the performance of any part of the work under any of the other above listed contracts, the Contractor shall immediately notify and then quantify the effect to the Contracting Officer who will determine the appropriate resolution. If requested by the Contracting Officer, the Contractor shall provide a proposal and detailed estimate by affected contract of the impact of a change requirement.

(c) If a new contract clause or a change to an existing clause will affect more than one contract, the clause will be placed in all effected contracts.

(d) Nothing in this clause shall be interpreted to prevent the Contracting Officer from contract closeout of a completed contract.

ASC/TMK-H003 DATA INTERCHANGE (NOV 2003) (Applicable to all purchase orders/subcontracts)

a. The contractor shall implement electronic data interchange (commonly called Team Share and Boeings Program Visibility Program) with the Government to establish electronic mail and scheduling, as well as electronic access to all CDRLs and other data created on the program necessary to support the management and engineering efforts of the program, including data from all contracts listed in the SCR clause ASC/TMK-H002 "Contract Interdependencies" but excluding certain Boeing Commercial Airplane data and certain IDS financial/technical data. The contractor shall provide electronic access control in accordance with an access list provided proposed by the PCO, and mutually agreed to be the parties. At a minimum, access should be subject to an appropriate Computer Access Agreement.

b. To insure appropriate Government insight, and in accordance with the terms of this contract, Government personnel will be included in the appropriate Integrated Product Teams and will be present at the Contractor's plant frequently while engaged in ABL activities. The Government shall have access to any and all contractor data pertinent to ABL activities generated on the program except as limited by the terms of this contract or other contracts listed in the SCR clause ASC/TMK-H002 "Contract Interdependencies." Data accessed by this provision will be for Program purposes only and will be protected by the Government from further disclosure whether the data is marked or unmarked. This access will not constitute delivery under the data rights provision of this contract. Boeing Commercial Airplane reserves the right to approve access to all Boeing Commercial Airplane data; such access would be granted only under Commercial Airplane terms set forth in Contract F29601-97-C-0001 and shall be used for evaluation purposes only.

ASC/TMK-H005 COMMON COST METHODOLOGY (NOV 2003) (Applicable to all purchase orders/subcontracts)

(a) The contractor shall support the Missile Defense Agency (MDA) Cost Methodologies working group as necessary to develop a plan and initiate the Common Cost Methodologies (CCM) process. Update and maintain the current Affordability Process to reflect the affordability requirements needed to meet the MDA's CCM goals and objectives in support of Block 2006. Prepare IPTs and AITs for Common Cost Methodology Reviews.

(b) Support the Missile Defense Agency (MDA) Cost Methodologies working group and initiate the gathering of cost estimating data, develop cost estimate methodologies, support Life Cycle Cost modeling, support Cost Analysis Requirements Description (CARD) development, and provide supportable cost estimating relationships to be used in the Common Cost Model in support of the Block 2006 contract.

ASC/TMK-H010 INTEGRATED BASELINE REVIEWS (NOV 2003) (Applicable to all subcontracts implementing EVM)

(a) In accordance with DFARS clause 252.234-7001 Earned Value Management System, Section I of the contract, the contractor shall engage in joint Integrated Baseline Reviews (IBRs) with the government's program manager, to evaluate the risks inherent in the contract's planned performance measurement baseline (PMB).

(b) The initial review will be held as early as feasible but must be completed six months after contract award. Subsequent IBRs shall be held as directed by the Government when there is a significant contract modification, other major event substantially affecting the baseline, or when otherwise warranted to ensure that the government and contractor have a mutual understanding of the current contract risks involved.

H024 ORDERING PROCEDURES (SEP 1997) (TAILORED) (Applicable to all purchase orders/subcontracts)

(a) Orders will be issued by a Procuring Contracting Officer in accordance with the Ordering clause of this contract. However, the following procedures shall be used for negotiation of orders.

(1) The Contracting Officer will provide the Contractor with a copy of the notification of each proposed Order which will include a description of work to be performed, description of expertise required, and desired completion date.

(2) The Contractor shall then: (i) submit to the Contracting Officer a brief technical discussion describing how the work will be performed; (ii) submit a cost proposal in Standard Form 1411 format, identifying labor categories and number of hours within each category required for the performance of the proposed work; (iii) identify and provide rationale for all non-labor cost elements required for performance; and (iv) identify any Government property required for performance.

(3) Upon receipt of the proposal, the Contracting Officer will analyze the proposal and, if acceptable, issue an Order directing the Contractor to commence performance, or if the proposal is not fully acceptable as offered, negotiations shall be conducted prior to issuance of any Order . In the event issues pertaining to a proposed work cannot be resolved to the satisfaction of the Contracting Officer, the Contracting Officer reserves the right to withdraw and cancel the proposed work. In such event, the Contractor shall be notified, via letter, of the Contracting Officer's decision.

(4) Proposal preparation costs associated with activities required to prepare a response to a Delivery Order RFP will be included in the Delivery Order proposal. In the event the Government does not provide Delivery Order authorization, proposal preparation costs shall be an allowable cost and billable to the Government. In such cases, the Contracting Officer will provide billing instructions to the Contractor.

(b) The Contractor is not authorized to commence performance prior to issuance of the Order by the Contracting Officer.

H029 IMPLEMENTATION OF DISCLOSURE OF INFORMATION (OCT 1997) (TAILORED) (Applicable to all purchase orders/subcontracts)

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 45 days prior to the scheduled release date:

(a) ASC/TM will provide the material proposed for public release to the Office of Public Affairs for AFRL/PA with coordination of the Office of Public Affairs of MDA/PA.

(b) One (2) copies to: Contracting Officer, ASC/TMK, 1350 Wyoming Blvd SE, Bldg 20200, Kirtland AFB, NM 87117-5536

H042 SPECIAL TOOLING/SPECIAL TEST EQUIPMENT LIST (FEB 2003) (Applicable to all purchase orders/subcontracts)

The contract price includes the price of any special tooling/or special test equipment (including that pertaining to support equipment) whether to be fabricated or acquired by the Contractor (title to remain in the Contractor's name) or to be fabricated or acquired for the Government's account as identified in Attachment (to be specified in each delivery order, as required). Prior to fabrication or acquisition (without regard as to whether title shall vest in the Government or Contractor) of any special tooling or test equipment with an acquisition cost in excess of $1,000 (except for jigs, dies, molds, patterns, and special taps), the Contractor shall submit an itemized list including the proposed cost of such special tooling and/or test equipment to the Contracting Officer for review as to availability within Government resources. In the event the Government elects within (to be specified in each delivery order, as required) days of the receipt of such list to provide the identified special tooling and/or test equipment as Government-Furnished property, the contract price shall be subject to equitable adjustment downward. This clause pertains to all special tooling and test equipment necessary throughout the life of the contract.

H055 INSURANCE CLAUSE IMPLEMENTATION (FEB 2003) (Applicable to all purchase orders/subcontracts)

The Contractor shall obtain and maintain the minimum kinds and amounts of insurance during performance of this contract as specified by FAR 28.307-2, Liability, and contemplated by FAR 52.228-5, Insurance--Work on a Government Installation, and/or 52.228-7, Insurance--Liability to Third Persons.

H059 APPLICATION FOR EQUIPMENT FREQUENCY AUTHORIZATION (FEB 2003) (Applicable to all purchase orders/subcontracts)

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.

H063 CONTRACTOR IDENTIFICATION (FEB 2003)

(Applicable to 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.

FAR Clauses

52.246-8 / (Mar 2001) / Inspection of Research and Development – Cost Reimbursement (Applicable if Seller receives a cost reimbursement contract and will be performing research and development work)
52.234-2 / Jul-06 / Notice of Earned Value Management Systems Pre- Award IBR (Applicable in solicitations for POs/subcontracts that require the contractor to use an Earned Value Management System (EVMS) and for which the Government requires an Integrated Baseline Review (IBR) prior to award.)
52.234-4 / Jul-06 / Earned Value Management Systems Pre- Award IBR (Applicable for those POs/subcontracts identified by name in Paragraph (g) of the clause. In Paragraph (g) insert “TBD”)
52.215-21 ALT I / Oct-97 / Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data—Modifications (The basic clause is already called out in Corpdocs, but Alternate I also applies when a specific format is specified by the Lockheed Martin Procurement Representative for cost or pricing data other than the format required by FAR Part 15)
52.215-20 ALT III / Oct-97 / Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data (The basic clause is already called out in Corpdocs, but Alternate III also applies when submission via electronic media is required by the Lockheed Martin Procurement Representative)
52.216-26 / Dec-02 / Payments of Allowable Costs Before Definitization (Applicable if an undefinitized PO/subcontract is contemplated.)
52.227-1 ALT I / Apr-84 / Authorization and Consent (The basic clause is already called out in Corpdocs, but Alternate I also applies)
52.227-12 / Jan 1997 / Patent Rights – Retention By the Contractor (Long Form) (Applicable to all purchase orders/subcontracts)
52.229-10 / Oct-88 / State of New Mexico Gross Receipts and Compensating Tax (Applicable for cost reimbursement POs/subcontracts performed in whole or in part within the State of New Mexico that direct or authorize the seller to acquire tangible personal property as a direct cost under the subcontract and title to such property passes directly to and vests in the United States upon delivery of the property by the seller subcontractor. In paragraph (d) "Government" means "Lockheed Martin or Government," and the blank in paragraph (g) is replaced with "the procuring agency under the prime contract.")
52.230-2 / Apr-98 / Cost Accounting Standards (This clause is already called out in Corpdocs, but is replaced with the April 1998 version)
52.232-17 / Jun-96 / Interest (Applicable for POs/subcontracts which contain FAR clauses which expressly refer to an Interest clause.)
52.239-1 / Aug-96 / Privacy or Security Safeguards (Applicable for POs/subcontracts for information technology which require security of information technology, and/or are for the design, development, or operation of a system of records using commercial information technology services or support services.)
52.243-2 ALT II / Apr-84 / Changes--Cost-Reimbursement (The basic clause is already called out in Corpdoc 4, but Alternate II also applies if cost reimbursable POs/subcontracts are for services and supplies)
52.246-24 / Feb-97 / Limitation of Liability--High-Value Items (Applies to high value line items only. For the purpose of this clause an item is a high value item if the unit cost of the item exceeds $100,000. The reference to Government acceptance shall mean "acceptance by the Government of the prime contract end item containing Seller's items."

DFARS Clauses