Download Flowdowns for Prime Contract FA8810-13-C

03/21/2013
Document No. SBIRS005
Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
Full Text Clauses
B0001 SEGREGATION OF COSTS (JUN 2012) (Applicable for all purchase orders/subcontracts.)
The Contractor shall segregate all cost associated with any CLIN of this contract from the costs associated
with the other CLINs of this contract.
H0001 ENABLING CLAUSE BETWEEN PRIME CONTRACTORS AND SERVICE
CONTRACTORS (JUN 2012) (Applicable for all purchase orders/subcontracts over $1M or 10% of the
prime contract value.)
(a) The Air Force has entered into contracts with AT Kearney, Linquest, Sparta, Exn Engineering, SAIC,
Scitor, Tecolote, and TASC 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 specialty engineering,
engineering support, configuration control management, systems engineering process, requirements
compliance, architecture development, horizontal integration and communication across the program,
training, repository for program office data, and business operations support to include acquisition and
financial management activities.
(c) In the performance of this contract, the Contractor agrees to cooperate with AT Kearney, Linquest,
Sparta, Exn Engineering, SAIC, Scitor, Tecolote, and TASC 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.
(f) Service contracts contain an organizational conflict of interest clause that requires the service
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.
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
(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.
H0002 ENABLING CLAUSE FOR GOVERNMENT PROGRAM CONTRACTS REQUIRING
INTERFACE WITH AEROSPACE FFRDC CONTRACT SUPPORT (APR 2012) (Applicable for
all purchase orders/subcontracts.)
a. This contract covers part of the SRP program which is under the general program management of the
Air Force Space and Missile Systems Center (SMC). 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 that will support the DoD/U.S.
Government program office by performing General Systems Engineering and Integration, 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. 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 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 contractors' 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
applicable 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.
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 applicable 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.
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 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 Acquisition Support.
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
b. In the performance of this contract, the Contractor agrees to cooperate with The Aerospace
Corporation by 1) responding to invitations from authorized U. S. Government personnel to attend
meetings; 2) 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 top-level life cycle cost* data, where available; 3) by
delivering data as specified in the Contract Data Requirements List; 4) by discussing technical matters
relating to this program; 5) by providing access to Contractor facilities utilized in the performance of this
contract; 6) and by allowing observation of technical activities by appropriate technical personnel of The
Aerospace Corporation. The Aerospace Corporation personnel engaged in GSE&I, TR, and/or TS 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 items 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 of 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 Non-disclosure Agreement and shall have the full rights to enforce the terms and
conditions of the Master Non-disclosure 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 nondisclosure 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 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
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
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 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.
H0006 ORGANIZATIONAL CONFLICT OF INTEREST (JUN 2012) (Applicable for all purchase
orders/subcontracts.)
a) The following definitions, restrictions, and other requirements apply to this contract or task order to
prevent conflicting roles which may bias the Contractor's judgment or objectivity, or to preclude the
Contractor from obtaining an unfair competitive advantage in concurrent or future Government
acquisitions.
(b) Definitions:
(1) "Contractor" means the business entity receiving the award of this contract, its parent, affiliates,
divisions, and subsidiaries.
(2) "Proprietary Information" means all information designated as proprietary in accordance with law and
regulation, and held in confidence or disclosed under restriction to prevent uncontrolled distribution.
(3) "Government Sensitive Information" is unclassified information that may be exempt from mandatory
release to the public under the Freedom of Information Act (FOIA) and that can be marked "For Official
Use Only" (FOUO). It includes Source Selection Information, as that term is defined in FAR 2.101, and
any analyses or other work submitted to the Government under this contract when designated as such by
the Contracting Officer.
(c) The Contractor shall be responsible for meeting all requirements of this OCI clause and shall flow
these requirements down to all teammates and subcontractors. The Contractor and all teammates and
subcontractors are bound by this clause and agree that this clause and the OCI Plan(s) incorporated into
this contract as Attachment 12 represent a term and condition of this contract or task order.
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
(d) Only those teammates and subcontractors who have committed to the Contractor's OCI Plan in writing
or provided an OCI Plan of their own shall be allowed to commence work on this contract or task order.
The Contractor shall include copies of the teammates' and subcontractors' letters of commitment or
individual OCI Plans in the approved OCI Plan at Attachment 12. Committed teammates and
subcontractors are listed below. An asterisk identifies those teammates and subcontractors that have
provided their own OCI Plan.
(1) Northrop Grumman Corporation - Electronic Systems
(2) Lockheed Martin Information Systems & Global Solutions
(e) The Contractor shall notify the Contracting Officer in advance of any addition, deletion, or change to
teammates or subcontractors prior to the addition, deletion or change taking place. This notification shall
include sufficient information for the Contracting Officer to make a decision if the change is compliance
with this OCI clause and the OCI Plan(s) under this contract. The notification shall also include any
necessary changes to the Contractor's OCI Plan or any necessary additions, deletions, or changes to other
OCI Plans under this contract. Changes, additions, or deletions affecting OCI shall be approved by the
Contracting Officer prior to implementation.
(f) The Contractor shall report any violation of the OCI Plan(s) or appearance of violation of the OCI
Plan(s), whether by its own personnel, those of teammates or subcontractors, or the Government or its
other contractors, to the Contracting Officer. The report shall include a description of the violation or
appearance of violation and the actions the Contractor has taken or proposes to take to mitigate and avoid
repetition of the violation. After conducting such further inquiries and discussions as may be necessary,
the Contracting Officer and the Contractor shall agree on appropriate corrective action, if any, or the
Contracting Officer shall direct such action subject to the terms of this contract or task order.
(g) If this effort is a task order under a Federal Supply Schedule or similar contract, this OCI clause takes
precedence over any conflicting OCI requirements in such contract.
(h) The above restrictions shall be included in all subcontracts, teaming arrangements, and other
agreements calling for performance of work, which is subject to the organizational conflict of interest
restrictions identified in this clause, unless excused in writing by the Contracting Officer.
(i) Failure to comply with this clause shall be grounds for default termination of this contract.
H0007 CROSS-UTILIZATION OF GOVERNMENT-OWNED PROPERTY (GP) AMONG
CONTRACTS F04701-02-C-0002, FA8808-10-C-0002, F04701-95-C-0017, FA8810-08-C-0002,
FA8810-12-C-0001, FA8808-12-C-0010, AND FA8810-13-C-0001 (MAR 2013) (Applicable if the
purchase order/subcontract includes the use of Government-owned property.)
(a) Authorization is given for the cross-utilization of all Government Property (GP) including ContractorAcquired/Government-owned Property (CAGP) (CAGP includes special tooling, special test equipment,
plant equipment, and facilities) accountable to Contract Nos. F04701-02-C-0002 (AEHF SV 1-5/6 LL),
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
FA8808-10-C-0002 (MOO & LSS), F04701-95-C-0017 (SBIRS EMD), FA8810-08-C-0002 (SBIRS
SFP), FA8810-12-C-0001 (SBIRS Initial NRE), FA8808-12-C-0010 (AEHF 5/6 Production), and
FA8810-13-C-0001 (SBIRS GEO 5/6 Advanced Procurement) on a rent-free non-interference (RFNI)
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 RFNI 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 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.
FAR 52.232-22, LIMITATION OF FUNDS (APR 1984) (TAILORED) (Applicable if this purchase
order/subcontract is incrementally funded. "Contracting Officer" and "Government" mean "Lockheed
Martin.")
(a) The parties estimate that performance of this contract will not cost the Government more than
(1) the estimated cost specified in the Schedule or, (2) if this is a cost-sharing contract, the Government's
share of the estimated cost specified in the Schedule. The Contractor agrees to use its best efforts to
perform the work specified in the Schedule and all obligations under this contract within the estimated
cost, which, if this is a cost-sharing contract, includes both the Government's and the Contractor's share of
the cost.
(b) The Schedule specifies the amount presently available for payment by the Government and allotted to
this contract, the items covered, the Government's share of the cost if this is a cost-sharing contract, and
the period of performance it is estimated the allotted amount will cover. The parties contemplate that the
Government will allot additional funds incrementally to the contract up to the full estimated cost to the
Government specified in the Schedule, exclusive of any fee. The Contractor agrees to perform, or have
performed, work on the contract up to the point at which the total amount paid and payable by the
Government under the contract approximates but does not exceed the total amount actually allotted by the
Government to the contract.
(c) The Contractor shall notify the Contracting Officer in writing whenever it has reason to believe that
the costs it expects to incur under this contract in the next 60 days, when added to all costs previously
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
incurred, will exceed 75 percent of (1) the total amount so far allotted to the contract by the Government
or, (2) if this is a cost-sharing contract, the amount then allotted to the contract by the Government plus
the Contractor's corresponding share. The notice shall state the estimated amount of additional funds
required to continue performance for the period specified in the Schedule.
(d) Sixty days before the end of the period specified in the Schedule, the Contractor shall notify the
Contracting Officer in writing of the estimated amount of additional funds, if any, required to continue
timely performance under the contract or for any further period specified in the Schedule or otherwise
agreed upon, and when the funds will be required.
(e) If, after notification, additional funds are not allotted by the end of the period specified in the
Schedule or another agreed-upon date, upon the Contractor's written request the Contracting Officer will
terminate this contract on that date in accordance with the provisions of the Termination clause of this
contract. If the Contractor estimates that the funds available will allow it to continue to discharge its
obligations beyond that date, it may specify a later date in its request, and the Contracting Officer may
terminate this contract on that later date.
(f) Except as required by other provisions of this contract, specifically citing and stated to be an exception
to this clause-(1) The Government is not obligated to reimburse the Contractor for costs incurred in excess of the total
amount allotted by the Government to this contract; and
(2) The Contractor is not obligated to continue performance under this contract (including actions under
the Termination clause of this contract) or otherwise incur costs in excess of
(i) the amount then allotted to the contract by the Government or,
(ii) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the
Contractor's corresponding share, until the Contracting Officer notifies the Contractor in writing that the
amount allotted by the Government has been increased and specifies an increased amount, which shall
then constitute the total amount allotted by the Government to this contract.
(g) The estimated cost shall be increased to the extent that (1) the amount allotted by the Government or,
(2) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the
Contractor's corresponding share, exceeds the estimated cost specified in the Schedule. If this is a costsharing contract, the increase shall be allocated in accordance with the formula specified in the Schedule.
(h) No notice, communication, or representation in any form other than that specified in subparagraph
(f)(2) above, or from any person other than the Contracting Officer, shall affect the amount allotted by the
Government to this contract. In the absence of the specified notice, the Government is not obligated to
reimburse the Contractor for any costs in excess of the total amount allotted by the Government to this
contract, whether incurred during the course of the contract or as a result of termination.
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
(i) When and to the extent that the amount allotted by the Government to the contract is increased, any
costs the Contractor incurs before the increase that are in excess of
(1) the amount previously allotted by the Government or,
(2) if this is a cost-sharing contract, the amount previously allotted by the Government to the contract plus
the Contractor's corresponding share, shall be allowable to the same extent as if incurred afterward, unless
the Contracting Officer issues a termination or other notice and directs that the increase is solely to cover
termination or other specified expenses.
(j) Change orders shall not be considered an authorization to exceed the amount allotted by the
Government specified in the Schedule, unless they contain a statement increasing the amount allotted.
(k) Nothing in this clause shall affect the right of the Government to terminate this contract. If this
contract is terminated, the Government and the Contractor shall negotiate an equitable distribution of all
property produced or purchased under the contract, based upon the share of costs incurred by each.
(l) If the Government does not allot sufficient funds to allow completion of the work, the
Contractor is entitled to a percentage of the fee specified in the Schedule equaling the percentage of
completion of the work contemplated by this contract.
(m) Implementation of Limitation of Funds:
(1) The sum allotted to this contract and available for payment of costs and incentive fee under CLIN
1001 through 2 April 2013 in accordance with the clause in SECTION I entitled Limitation of Funds" is
$30,000.
(2) The sum allotted to this contract and available for payment of costs and incentive fee under CLIN
1302 through 2 April 2013 in accordance with the clause in SECTION I entitled Limitation of Funds" is
$400,000.
(3) The sum allotted to this contract and available for payment of costs and incentive fee under CLIN
1402 (if exercised) through TBD in accordance with the clause in SECTION I entitled
"Limitation of Funds" is $TBD.
(4) The sum allotted to this contract and available for payment of costs and incentive fee under CLIN
1502 (if exercised) through TBD in accordance with the clause in SECTION I entitled
"Limitation of Funds" is $TBD.
(5) The sum allotted to this contract and available for payment of costs and incentive fee under CLIN
1602 (if exercised) through TBD in accordance with the clause in SECTION I entitled
"Limitation of Funds" is $TBD.
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
DFARS 252.234-7002, Earned Value Management System (May 2011) (Applicable if you are listed in
paragraph (k) of this clause in the prime contract. "Government" means "Lockheed Martin and
Government." Paragraphs (i) and (j) are deleted.)
(a) Definitions. As used in this clause——
“Acceptable earned value management system” means an earned value management system that generally
complies with system criteria in paragraph (b) of this clause.
“Earned value management system” means an earned value management system that complies with the
earned value management system guidelines in the ANSI/EIA-748.
“Significant deficiency” means a shortcoming in the system that materially affects the ability of officials
of the Department of Defense to rely upon information produced by the system that is needed for
management purposes.
(b) System criteria. In the performance of this contract, the Contractor shall use—
(1) An Earned Value Management System (EVMS) that complies with the EVMS guidelines in the
American National Standards Institute/Electronic Industries Alliance Standard 748 Earned Value
Management Systems (ANSI/EIA-748); and
(2) Management procedures that provide for generation of timely, reliable, and verifiable information for
the Contract Performance Report (CPR) and the Integrated Master Schedule (IMS) required by the CPR
and IMS data items of this contract.
(c) If this contract has a value of $50 million or more, the Contractor shall use an EVMS that has been
determined to be acceptable by the Cognizant Federal Agency (CFA). If, at the time of award, the
Contractor’s EVMS has not been determined by the CFA to be in compliance with the EVMS guidelines
as stated in paragraph (b)(1) of this clause, the Contractor shall apply its current system to the contract
and shall take necessary actions to meet the milestones in the Contractor’s EVMS plan.
(d) If this contract has a value of less than $50 million, the Government will not make a formal
determination that the Contractor’s EVMS complies with the EVMS guidelines in ANSI/EIA-748 with
respect to the contract. The use of the Contractor’s EVMS for this contract does not imply a Government
determination of the Contractor’s compliance with the EVMS guidelines in ANSI/EIA-748 for
application to future contracts. The Government will allow the use of a Contractor’s EVMS that has been
formally reviewed and determined by the CFA to be in compliance with the EVMS guidelines in
ANSI/EIA-748.
(e) The Contractor shall submit notification of any proposed substantive changes to the EVMS procedures
and the impact of those changes to the CFA. If this contract has a value of $50 million or more, unless a
waiver is granted by the CFA, any EVMS changes proposed by the Contractor require approval of the
CFA prior to implementation. The CFA will advise the Contractor of the acceptability of such changes as
soon as practicable (generally within 30 calendar days) after receipt of the Contractor’s notice of
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proposed changes. If the CFA waives the advance approval requirements, the Contractor shall disclose
EVMS changes to the CFA at least 14 calendar days prior to the effective date of implementation.
(f) The Government will schedule integrated baseline reviews as early as practicable, and the review
process will be conducted not later than 180 calendar days after—
(1) Contract award;
(2) The exercise of significant contract options; and
(3) The incorporation of major modifications.
During such reviews, the Government and the Contractor will jointly assess the Contractor’s baseline to
be used for performance measurement to ensure complete coverage of the statement of work, logical
scheduling of the work activities, adequate resourcing, and identification of inherent risks.
(g) The Contractor shall provide access to all pertinent records and data requested by the Contracting
Officer or duly authorized representative as necessary to permit Government surveillance to ensure that
the EVMS complies, and continues to comply, with the performance criteria referenced in paragraph (b)
of this clause.
(h) When indicated by contract performance, the Contractor shall submit a request for approval to initiate
an over-target baseline or over-target schedule to the Contracting Officer. The request shall include a toplevel projection of cost and/or schedule growth, a determination of whether or not performance variances
will be retained, and a schedule of implementation for the rebaselining. The Government will
acknowledge receipt of the request in a timely manner (generally within 30 calendar days).
(i) Significant deficiencies. (1) The Contracting Officer will provide an initial determination to the
Contractor, in writing, of any significant deficiencies. The initial determination will describe the
deficiency in sufficient detail to allow the Contractor to understand the deficiency.
(2) The Contractor shall respond within 30 days to a written initial determination from the Contracting
Officer that identifies significant deficiencies in the Contractor's EVMS. If the Contractor disagrees with
the initial determination, the Contractor shall state, in writing, its rationale for disagreeing.
(3) The Contracting Officer will evaluate the Contractor's response and notify the Contractor, in writing,
of the Contracting Officer’s final determination concerning—
(i) Remaining significant deficiencies;
(ii) The adequacy of any proposed or completed corrective action;
(iii) System noncompliance, when the Contractor’s existing EVMS fails to comply with the earned value
management system guidelines in the ANSI/EIA-748; and
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(CLS), Legacy Sustainment, and Combined Task Force (CTF)
(iv) System disapproval, if initial EVMS validation is not successfully completed within the timeframe
approved by the Contracting Officer, or if the Contracting Officer determines that the Contractor's earned
value management system contains one or more significant deficiencies in high-risk guidelines in
ANSI/EIA-748 standards (guidelines 1, 3, 6, 7, 8, 9, 10, 12, 16, 21, 23, 26, 27, 28, 30, or 32). When the
Contracting Officer determines that the existing earned value management system contains one or more
significant deficiencies in one or more of the remaining 16 guidelines in ANSI/EIA-748 standards, the
Contracting Officer will use discretion to disapprove the system based on input received from functional
specialists and the auditor.
(4) If the Contractor receives the Contracting Officer’s final determination of significant deficiencies, the
Contractor shall, within 45 days of receipt of the final determination, either correct the significant
deficiencies or submit an acceptable corrective action plan showing milestones and actions to eliminate
the significant deficiencies.
(j) Withholding payments. If the Contracting Officer makes a final determination to disapprove the
Contractor’s EVMS, and the contract includes the clause at 252.242-7005, Contractor Business Systems,
the Contracting Officer will withhold payments in accordance with that clause.
(k) With the exception of paragraphs (i) and (j) of this clause, the Contractor shall require its
subcontractors to comply with EVMS requirements as follows:
(1) For subcontracts valued at $50 million or more, the following subcontractors shall comply with the
requirements of this clause:
[Contracting Officer to insert names of subcontractors (or subcontracted effort if subcontractors have not
been selected) designated for application of the EVMS requirements of this clause.]
(2) For subcontracts valued at less than $50 million, the following subcontractors shall comply with the
requirements of this clause, excluding the requirements of paragraph (c) of this clause:
[Contracting Officer to insert names of subcontractors (or subcontracted effort if subcontractors have not
been selected) designated for application of the EVMS requirements of this clause.]
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.
52.203-16, Preventing Personal Conflicts of Interest (Dec 2011) (Applicable if your purchase orders/
subcontracts exceeds $150,000; and in which subcontractor employees will perform acquisition functions
closely associated with inherently governmental functions (i.e., instead of performance only by a selfemployed individual).)
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
52.216-16 Incentive Price Revision – Firm Target (Oct 1997) (Applicable if your purchase order/
subcontract is a fixed price incentive contract. "Contracting Officer," "contract administrative office" and
"Government" mean "Lockheed Martin". Paragraph (i) is deleted. The blanks in the clause are
completed with the amounts specified in the purchase order/subcontract.)
52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Multiple Year
and Option Contracts) (Sep 2009) (Applicable if FAR 52.222-41 applies to this purchase order/
subcontract. "Contracting Officer" means "Lockheed Martin and the Contracting Officer" except in
paragraph (f) where it means "Lockheed Martin." The notice period in paragraph (f) is changed to twenty
(20) days. Adjustments made to this contract shall not be made unless or until the Contracting Officer
make appropriate adjustments to Lockheed Martin's prime contract.)
52.223-15, Energy Efficiency in Energy – Consuming Products (Dec 2007) (Applicable if you will be
delivering energy consuming products to the Government, acquired by the Contractor for use in
performing services at a Federally-controlled facility; furnished under the prime contract for use by the
Government; or specified in the design of a building or work, or incorporated during its construction,
renovation, or maintenance.)
52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products
(Dec 2007) (Applicable if you will be delivering computers to the Government, acquired by the
Contractor for use in performing services at a Federally-controlled facility; or furnished under the prime
contract for use by the Government.)
52.227-21, Technical Data Declaration, Revision, and Withholding of Payment -- Major Systems
(Dec 2007) (Applicable if you will be delivering technical data. "Contracting Officer" means "Lockheed
Martin." "Government" means "Lockheed Martin" in paragraph (b)(2) and "Lockheed Martin or
Government" in paragraph (d).)
52.232-17, Interest (Oct 2010) (Applicable if your purchase order/subcontract contains any clauses
which refers to an Interest clause. “Government” means “Lockheed Martin.”)
52.243-2, Changes – Cost Reimbursement (Aug 1987) and Alternate I (Apr 1984) – The basic clause
is already called out in CorpDocs, but Alternate I will also apply if your purchase order/subcontract is for
services and no supplies are to be furnished.
52.243-2, Changes – Cost Reimbursement (Aug 1987) and Alternate II (Apr 1984) – The basic
clause is already called out in CorpDocs, but Alternate II will also apply if your purchase order/
subcontract is for services and supplies.
52.246-1, Contractor Inspection Requirements (Apr 1984) (Applicable for all purchase orders/
subcontracts for supplies or services. "Government" means "Lockheed Martin.")
52.246-2, Inspection of Supplies – Fixed Price (Aug 1996) and Alternate I (Jul 1985) – The basic
clause is already called out in CorpDocs, but Alternate I will also apply if you have a fixed price incentive
purchase order/subcontract.
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
52.248-1, Value Engineering (Oct 2010) – This clause is already called out in CorpDocs, but it should
be replaced with the October 2010 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
252.204-7000, 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.")
252.204-7010, Requirement For Contractor To Notify DoD If The Contractor’s Activities Are
Subject To Reporting Under The U.S.-International Atomic Energy Agency Additional Protocol
(Jan 2009) (Applicable for all purchase orders/subcontracts that are subject to the provisions of the U.S.International Atomic Energy Agency Additional Protocol.)
252.211-7007, Reporting of Government-Furnished Property (Aug 2012) (Applicable if Seller will be
in possession of Government property for the performance of this purchase order/subcontract.)
252.217-7026, Identification of Sources of Supply (Nov 1995) (Applicable if you will be furnishing
items acquired by lower tier subcontractors without added value. Items which are included as
components of end items delivered by you to Lockheed Martin do not need to be identified.)
252.219-7004, Small Business Subcontracting Plan (Test Program) (Jan 2011) (Applicable if Seller
participates in the DoD Test Program described in DFARS 219.702.)
252.225-7001, Buy American and Balance of Payments Program (Jun 2012) and Alternate I (Oct
2011) – The clause is already called out in CorpDocs, but Alternate I will also apply.
252.225-7012, Preference for Certain Domestic Commodities (Dec 2012) (Applicable for all purchase
orders/subcontracts with any deliverables of items covered by this clause.)
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.
252.234-7002, Earned Value Management System (May 2011) (Applicable if you are listed in
paragraph (k) of this clause in the prime contract. "Government" means "Lockheed Martin and
Government." Paragraphs (i) and (j) are deleted.)
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Flowdowns for Prime Contract FA8810-13-C-0002, SBIRS Contractor Logistics Support
(CLS), Legacy Sustainment, and Combined Task Force (CTF)
252.234-7004, Cost and Software Data Reporting System (Nov 2010) (Applicable if your purchase
orders/subcontracts in excess of $50,000,000. In paragraph (b), "Government" means “Lockheed
Martin.”)
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.)
252.243-7002, Requests for Equitable Adjustment (Dec 2012) (Applicable to all purchase orders/
subcontracts over $150,000. “Government” means “Lockheed Martin”.)
252.245-7001, Tagging, Labeling, and Marking of Government-Furnished Property (Apr 2012)
(Applicable for purchase orders/subcontracts where the items furnished by you will be subject to
serialized tracking.)
252.245-7004, Reporting, Reutilization, and Disposal (Apr 2012) (Applicable to all purchase orders/
subcontracts containing the clause at 52.245-1, Government Property. "Contracting Officer" means
Lockheed Martin.)
252.246-7000, Material Inspection and Receiving Report (Mar 2008) (Applicable if direct shipments
will be made to the Government.)
AFFAR Clauses
5352.223-9000, Elimination of Use of Class I Ozone Depleting Substances (Nov 2010) (Applicable for
all purchase orders/subcontracts. The blank in paragraph (d) is completed with "None." In paragraph (d)
"Contracting Officer" means "Lockheed Martin.")
5352.223-9001, Health and Safety on Government Installations (Nov 2010) (Applicable if Seller will
perform work under this purchase order/subcontract on a government installation. "Contracting Officer"
means "Lockheed Martin.")
5352.242-9000, Contractor Access to Air Force Installations (Nov 2010) (Applicable if Seller 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 (Nov 2010) (Applicable if
Seller will be performing work on a government installation. All communication with the government
required by this clause shall be conducted through Lockheed Martin.)
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