01/31/2013
Document No. MD031
Flowdowns for Subcontract #980839, Precision Tracking Space System (PTSS) Integrated Systems Engineering Team (ISET) (Prime Contract No. HQ0006-07-D-0001)
Full Text Clauses
ARTICLE 6. DOD SECURITY CLASSIFICATION (Jan 2013) (Applicable for all purchase orders/subcontracts where the scope of work includes classified work.)
The Department of Defense security classification is set forth in block 4 of the Contract Award. Block 14 of the Contract Award indicates whether a Department of Defense Contract Security Classification Specification (DD Form 254) applies and is incorporated into the Contract. Notwithstanding the classification level set forth in block 4 of the Contract Award, Contractor is not authorized to perform classified work until written authorization is received from the APL security office. If Contractor is an individual, Contractor shall have or shall obtain through APL a DoD Security Clearance set forth in block 4 of the Contract Award in order to perform the Contract work.
ARTICLE 10. COMPLIANCE WITH INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR) (Jan 2013) (Applicable for all purchase orders/subcontracts.)
A. Contractor agrees to comply with all applicable U.S. export control laws and regulations, specifically including the requirements of the International Traffic in Arms Regulation (ITAR), 22 CFR 120 et seq.
B. Contractor agrees that except as allowed under applicable U.S. laws and regulations, no export controlled item, data or services furnished to it hereunder will be disclosed to any foreign person, firm or country including foreign persons employed by or associated with or under contract with Contractor.
C. Contractor shall first notify and obtain the written consent of APL prior to submitting any request for authority to export any technical data or services furnished to it hereunder.
D. If export controlled equipment, data or services are furnished to Contractor hereunder, Contractor agrees to maintain an export compliance plan and take measures to ensure that no technical data is disclosed and no defense services or equipment are furnished to foreign persons except as authorized hereunder.
ARTICLE 11. CLOSEOUT PROCEDURES (Jan 2013) (Applicable for all purchase orders/subcontracts.)
A. As a condition of final payment for each CLIN identified herein, the Contractor shall provide the required closeout documentation within 60 days of receipt of final indirect rates for cost type contracts or within 60 days of completion of the work required hereunder for fixed price contracts. The required closeout documentation may include the following, if applicable:
1. Rate Questionnaire
2. Final Invoice (plainly marked final) in an amount not-to-exceed the CLIN funded amount specified herein
3. Completed Release of Claims Form
4. Completed Assignment of Refunds, Rebates, Credits and Other Amounts Form
5. Completed Report of Inventions (DD Form 882)
6. Completed Final Property Report (DD Form 1662 or NASA 1018)
7. Completed Classified Document Certification Form
B. The APL Closeout office will provide further instructions regarding the forms required at Contract completion. In addition, APL may close out this Contract using quick-closeout procedures when APL determines that the conditions of FAR 42.708 are satisfied.
ARTICLE 12. GOVERNMENT AND/OR APL FURNISHED OR ACQUIRED PROPERTY (Jan 2013) (There is no furnished or authorized property identified at the time of contract award. If the Customer amends the contract to incorporate property and seller is in need of authorized property, then this clause will apply for all future purchase orders/subcontracts. Communications with the Customer under this clause will be made through Lockheed Martin.)
A. The Contractor is authorized to acquire/use the following property listed below:
NONE FURNISHED OR AUTHORIZED
B. If no property is identified at the outset of the contract and property is later deemed necessary for Contract completion, Contractor must request authorization in writing from the APL Contractual Point of Contact. Contractor’s request must specify the items of property required (including estimated cost).
If authorization is granted, it will be in the form of a written amendment to this Contract. If the Contractor fails to secure such written authorization from the APL Contract Representative prior to the acquisition of any property, the costs associated with the property shall be disallowed.
C. The administration of property (either furnished or acquired) shall be accomplished in accordance with the following procedures:
1. The Contractor shall submit annually a report of all accountable property regardless of ownership (either acquired or furnished) under this contract. This report must be submitted to the attention of the APL Property Subcontract Representative not later than October 10 of each calendar year of Contract performance. The Contractor shall ensure the report covers the Government Fiscal Year (GFY) period of October 1 through September 30 for each GFY of Contract performance including partial years. The report that the Contractor submits to APL shall consist of a detailed list of the accountable property.
In addition, the Contractor shall submit a property report not later than one month following the last day of the Contract period of performance.
2. If the Contractor identifies a requirement for APL-furnished/Government Property on another Government contract or subcontract, the Contractor shall notify the APL Contract Representative in writing and request the transfer of such Property. This request should include a listing of the property and the name, address, contract number and point of contact for the gaining contract (with phone number).
3. If the special provisions attached hereto reference FAR 52.245-5 then;
a. No Facility Items as defined in FAR 45.301 "Facilities" (including computers used to support this effort) are authorized on this Contract, either as Government- Furnished, APL-Furnished or Contractor-Acquired Property, unless they have been made part of this Contract or subsequent specific authorization has been requested and granted in writing by the APL Contract Representative(s). Costs for any Facility Items invoiced without specific written authorization will be disallowed.
b. Notwithstanding the provision of paragraph (g) in FAR 52.245-5 and unless otherwise provided in the Schedule, the Contractor assumes the risk of and shall be responsible for any loss of or damage to Government Property provided or acquired under this Contract upon its delivery to Contractor or upon passage of title to the Government as provided in the above-mentioned clause except for reasonable wear and tear and except to the extent that such property is consumed in the performance of this Contract.
4. If the special provisions attached hereto reference FAR 52.245-1 then;
a. The Contractor’s liability for Government Property is governed by FAR 52.245- 1(h), Liability for Government Property.
b. Notwithstanding any provision to the contrary, If the Contractor does not have an approved Government Property System, the Contractor assumes the risk of and shall be responsible for any loss, damage, or theft to Government property furnished or acquired under this Contract, except for reasonable wear and tear and to the extent that such property is consumed in the performance of this Contract.
D. If the Contractor has a Government Approved Property System then:
The Contractor shall submit to APL a copy of the current Government-issued property system approval letter. The Contractor shall maintain an approved system and shall notify APL of any changes in approval status immediately. Any notification of a disapproved status shall be accompanied by a corrective action plan. The Contractor shall furnish, each year or after survey, a copy of their Government-issued property system approval letter to the APL Contract Representative.
E. If the Contractor does not have a Government Approved Property System then;
The Contractor shall comply with "Property Administration System Requirements for Suppliers" in the administration of property under this Contract that can be downloaded from http://www.jhuapl.edu/vendorforms/.
ARTICLE 18. OPTION FOR ADDITIONAL WORK (Jan 2013) (Applicable for all purchase orders/subcontracts.)
A. APL has the right to exercise any or all of the options listed in this clause by modifying the Contract in writing, unilaterally. A summary of option information is set forth in block 15 of the Contract Award, however, this Article takes precedence in the event of conflict. APL may give the Contractor written notice of APL's intent to exercise the option(s) up to thirty (30) days before the Contract's completion date. Such notice is not binding upon APL and shall be for the Contractor's planning purposes only.
SP-2 PUBLIC RELEASE OF INFORMATION (APR 2009) (Applicable for all purchase orders/ subcontracts. All references to communications and data submittals to the COR shall be through the Lockheed Martin Procurement Representative.)
a. The policies and procedures outlined herein apply to information submitted by the Contractor and his subcontractors for approval for public release. Prior to public release, all information shall be cleared as shown in the “National Industrial Security Program Operations Manual” (DoD 5220.22-M). At a minimum, these materials may be technical papers, presentations, articles for publication and speeches or mass media material, such as press releases, photographs, fact sheets, advertising, posters, compact discs, videos, etc.
b. All materials which relate to the work performed by the contractor under this contract shall be submitted to MDA, through APL, for review and approval prior to release to the public.
c. The MDA review and approval process for contractors working under an MDA contract starts with the MDA contracting officer’s representative (COR).
(1) The contractor shall request a copy of MDA form “Security and Policy Review Worksheet for Public Release Review” (.pdf format) or any superseding form from APL.
(2) The contractor shall complete Blocks 1, 2, 3 and 6 of Worksheet (or comply with the instructions of any superseding form) and submit it with materials to be cleared to APL (see paragraph j. below). If the information was previously cleared, provide the Public Release Case Number if available and a copy of the previous document highlighting the updated information.
(3) The MDA COR may affirm “public releaseability” by signing the Statement of Certification in Block 7 of the Worksheet.
(4) The MDA COR will forward the Worksheet with the materials to be cleared to the MDA designated point of contact for Block 8 approval and submission of package to MDA/PA.
(5) The MDA COR will notify APL of the agency’s final decision regarding the status of the request.
d. The contractor shall submit the following to APL at least 75 days in advance of the proposed release date:
(1) Security and Policy Review Worksheet and one (1) electronic copy of the material to be reviewed.
(2) Written statement, including:
(a) To whom the material is to be released
(b) Desired date for public release
(c) Statement that the material has been reviewed and approved by officials of the contractor or the subcontractor, for public release, and
(d) The prime contract number.
e. The items submitted must be complete. Photographs shall have captions.
f. Outlines, rough drafts, marked-up copy (with handwritten notes), incorrect distribution statements, FOUO information, export controlled or ITAR information will not be accepted or cleared.
g. Abstracts or abbreviated materials may be submitted if the intent is to determine the feasibility of going further in preparing a complete paper for clearance. However, clearance of abstracts or abbreviated materials does not satisfy the requirement for clearance of the entire paper.
h. The MDA Director of Public Affairs (MDA/PA) is responsible for coordinating the public release review. MDA/PA will work directly with the COR if there are questions or concerns regarding submissions. MDA/PA will not work with contractors who have not gone through their COR.
i. Once information has been cleared for public release, it is in the public domain and shall always be used in its originally cleared context and format. Information previously cleared for public release but containing new, modified or further developed information must be submitted again for public release following the steps outlined in items a. through h. above.
j. Due to time and screening constraints, it is recommended that all “public release” packages submitted to the APL Contract Representative identified in block 11 of the Contract Award as soon as practicable
SP-3 ORGANIZATIONAL CONFLICT OF INTEREST (Jun 2012) (Applicable for all purchase orders/subcontracts.)
a. Purpose: The primary purpose of this clause is to aid in ensuring that:
(1) the Contractor's objectivity and judgment are not biased because of its present or planned interests which relate to work under this contract;
(2) the Contractor does not obtain unfair competitive advantage by virtue of its access to non-public information regarding the Government's program plans and actual or anticipated resources; and
(3) the Contractor does not obtain unfair competitive advantage by virtue of its access to proprietary information belonging to others.
b. Scope: Organizational Conflict of Interest (OCI) rules, procedures and responsibilities as described in FAR Subpart 9.5 shall be applicable to this contract and any resulting subcontracts.
(1) The general rules in FAR 9.505-1 through 9.505-4 and the restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors-in-interest (hereinafter collectively referred to as "Contractor") in the activities covered by this contract as prime Contractor, subcontractor, co-sponsor, joint venturer, consultant, or in any similar capacity. Affiliate, as used herein, does not include other divisions of the Johns Hopkins University.
(2) The Missile Defense Agency’s OCI policy shall be provided upon request.
c. Access to and Use of Nonpublic Information: If the Contractor, in performance of this contract, obtains access to nonpublic information such as plans, policies, reports, studies, financial plans, or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the Contracting Officer, it shall not:
(1) use such information for any private purpose;
(2) release such information.
d. Access to and Protection of Proprietary Information: The Contractor agrees to exercise diligent effort to protect proprietary information from misuse or unauthorized disclosure in accordance with the provisions of FAR 9.505-4. The Contractor may be required to enter into a written non-disclosure agreement with the third party asserting proprietary restrictions.
e. Subcontracts: The Contractor shall include this clause in consulting agreements, teaming agreements, subcontracts, or other arrangements for provision of services or supplies of any tier. The terms "contract", "Contractor", and "Contracting Officer" shall be appropriately modified to preserve the Government's rights.