Flowdowns for MKV Contract W9113M-04-D-0001 s6

Document No. FBM060 7/28/08

Flowdowns for Prime Contract N00030-08-C-0100, FY’09 P&DSS Long Lead Material

Full Text Clauses H09, Wood Packaging Material (Jan 2005) SSP 5252.223-9750 (Applicable for all purchase orders/subcontracts)

1. Except as indicated in paragraph 2, all wood packaging material (including, but not limited to pallets, dunnage, crating, packing blocks, drums, cases, load boards, pallet collars, and skids), which is used under or in connection with this contract, shall be heat- treated and certified by an agency accredited by the American Lumber Standards Committee (ALSC) in accordance with Publication No. 15, International Standards for Phytosanitary Measures: Guidelines for Regulating Wood Packaging Material in International Trade, Secretariat of the International Plant Protection convention, Food and Agricultural Organization of the United Nations, Rome, 2002; the current ALSC Wood Packaging Material Policy; and the current ALSC Wood Packaging Material Enforcement Regulations.

2. This clause does not apply to wood packaging material that consists of manufactured wood materials, loose wood packing materials (such as sawdust, wood wool, and shavings), or wood pieces less than 6 mm thick in any dimension.

H10, Contractor's Employees and Representatives in the U.K. (Sep 1999), SSP 5252.225-9750 (Applicable if the supplier will be performing any work in the United Kingdom)

1. If any work is performed in the U.K., the Contractor shall ensure that its employees and the employees of its subcontractors learn and comply with (a) the rules, regulations, and requirements of the place in the U.K. where the work is performed, and (b) the security regulations and requirements of the U.K. Ministry of Defence. If a Contractor or subcontractor employee is not qualified to perform the required work or is otherwise unsuitable, the Contracting Officer may direct that such employee be returned to the United States and replaced with a qualified and suitable employee.

2. The United States has an obligation to assure that the work under this contract for the benefit of the U.K is consistent with the terms of this contract and the Polaris Sales Agreement. Accordingly, Contractor representatives in the U.K. shall abide by the requirements of SSPINST 5450.8, as amended. If an amendment to SSPINST 5450.8 causes an increase or decrease in the cost of performing this contract, an equitable adjustment shall be made in accordance with the procedures of the "Changes" clause. Such equitable adjustment shall include an adjustment in fee or profit only at the discretion of the Contracting Officer.

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H11, Non-Disclosure Agreements (Sep 1999), SSP 5252.227-9750 (Applicable for all purchase orders/subcontracts)

The Trade Secrets Act, 18 U.S.C. § 1905, prohibits Government employees from making unauthorized disclosures of a contractor's or subcontractor's proprietary information. Government employees shall not be required to sign a non-disclosure agreement or any other document, or to furnish personal or biographical information or documents, as a condition to gaining access to a contractor's or subcontractor's data or other information needed to perform their official duties. The Contractor shall include, and ensure inclusion of, this clause, suitably modified to identify the parties, in all subcontracts at all tiers.

H15, Earned Value Management System Requirements (Jul 2006), SSP 5252.242- 9751 (Applicable if DFARS 252.242-7002 is applicable to your contract.)

1. This clause applies only to contract line items to which the Earned Value Management System clause, DFARS 252.242-7002, applies. The contract line items to which this clause applies are referred to below as “the CLINs.”

2. If the total value of the CLINs is equal to or more than $50 million, the following is hereby inserted into the statement of work of the CLINs: In regard to DFARS 252.242- 7001 and 252.242-7002, the Contractor is required to have an Earned Value Management System that complies with ANSI/EIA-748 and is formally validated and accepted by the Government.

3. If the total value of the CLINs is equal to or more than $20 million, but less than $50 million, the following is hereby inserted into the statement of work of the CLINs: In regard to DFARS 252.242-7001 and 252.242-7002, the Contractor is required to have an Earned Value Management System that complies with ANSI/EIA-748; however, the Government will not formally validate/accept the Contractor's management system (no formal review).

4. The following is hereby inserted into the statement of work of the CLINs:

(a) Integrated Master Plan (IMP). The Contractor shall manage the execution of the program using the IMP and the associated Integrated Master Schedule (IMS) as day-to- day execution tools and to periodically assess progress in meeting program requirements. The Contractor shall maintain and update the IMP when it is deemed necessary to reflect changes in the ongoing program. The Contractor shall report on program progress in accordance with the IMP at each program management review, at selected technical reviews, and at other times at the Government’s request.

(b) IMS. (1) The Contractor shall revise the IMS, where necessary, to reflect the IMP. The Contractor shall use the IMS as a day-to-day execution tool and to periodically assess progress in meeting program requirements. The Contractor shall maintain and update the IMS, when necessary, to reflect changes in the IMP, or changes in the

Contractor’s detailed execution activities or schedule. The IMS shall include the activities of the prime contractor and its major subcontractors. All contractor schedule information delivered to the Government or presented at program reviews shall originate from the IMS. The Contractor shall perform appropriate analyses of the IMS tasks and report potential or existing problem areas and recommend corrective actions to eliminate or reduce schedule impact (Contract Data Requirements List, DI-MGMT-81650, Integrated Master Schedule).

(2) No specific format or scheduling technique is prescribed. The IMS will have the following characteristics: (i) It will be consistent with the contract work breakdown structure. (ii) It must be detailed sufficiently that critical and high risk efforts are identified and planned as realistically to assure executability. The IMS will be extended and expanded as the contract or agreement unfolds and additional insight is needed (for example, rolling wave detail planning or scope changes). (iii) It will include the efforts of all activities, including Contractor or supplier and subcontractor. (iv) It will present a current, integrated view of the contract or agreement that is consistent with resource plans, Contract Performance Reports, and other approved documentation. (v) It should reflect those risks identified and documented in the Contractor’s risk management plan. (c) Use of IMP and IMS. The Government will use the IMP and IMS to evaluate contract performance with respect to the credibility and realism of the Contractor’s approach to executing the effort within cost and schedule constraints.

(d) Contract Work Breakdown Structure (CWBS). The Contractor shall maintain the CWBS and dictionary in accordance with DI-MGMT-81334 using MIL-HDBK-881 for guidance only. The CWBS shall provide the basis for further extension by the Contractor to lower levels during the performance of the contract. The Contractor shall extend the CWBS to the appropriate level required to provide adequate internal management, surveillance, and performance measurement, regardless of the reporting level stipulated in the contract for Government visibility. The Contractor shall use the CWBS as the primary framework for contract planning, budgeting, and reporting of the cost, schedule and technical performance status to the Government. The Contractor shall analyze the system requirements generated and translate them into a structure representing the products and services that comprise the entire work effort commensurate with the acquisition phase and contract requirements. The Contractor's team or organizational entity responsible for the systems engineering of the system shall prepare the technical elements of the extended CWBS. The Contractor shall update the CWBS during the execution of the contract. Changes to the CWBS or associated definitions at any reporting level shall require approval of the Government (DI-MGMT-81334A).

Applicable Documents Title and Tailored Application MIL-HDBK-881 Work Breakdown Structure for Defense Material Items

FOR GUIDANCE ONLY DI-MGMT-81334 Contract Work Breakdown Structure

(e) Performance Management System. The Contractor shall utilize its existing, internal performance management system to plan, schedule, budget, monitor, manage, and report cost, schedule, and technical status applicable to the contract. The Contractor's internal performance management system shall serve as the single, formal, integrated system that meets both the Contractor's internal management requirements and the requirements of the Government for timely, reliable, and auditable performance information. The Contractor's system shall satisfy the Industry Standards delineated in the ANSI / EIA- 748-1998, the Earned Value Management General Provisions of the contract and this Statement of Work (SOW). The Contractor shall not establish a separate or unique internal performance management system for purposes of planning, scheduling, directing, statusing, recording, or reporting progress under this contract.

(f) Contractor Performance Management System. The Contractor's system shall meet the guidelines and be maintained in accordance with the requirements of the Earned Value Management Systems Standard as described in this Contract, under DFARS Clause 252.242-7002, and the Contractor's own documented System Description.

(g) Integrated Baseline Review (IBR). An IBR focusing on the realism of the Contractor's integrated Performance Measurement Baseline (PMB) and the appropriateness of the earned value methodology to be employed under the contract shall occur as soon as possible after the contract PMB is in place, but, in no event without specific authorization of the Contracting Officer, shall this IBR be delayed past the sixth months of award of this Contract. Participation in the IBR shall be a joint responsibility of both the Government Program Manager and the contractor. The Contractor shall flow- down the IBR requirement to those subcontractors that meet the applicable thresholds for EVM reporting. The Contractor shall lead the IBR at subcontractors, with active participation from the Government.

(h) Application To Subcontractors. The Contractor shall flow-down Earned Value Management requirements to subcontractors meeting the applicable thresholds and/or assigned critical tasks. The performance information reported by the subcontractors shall be incorporated and integrated into the Contractor's management system. The Contractor shall be responsible for reviewing and assuring the validity of all subcontractor reporting.

Applicable Documents Title and Tailored Application DFARS 252.242-7002 Earned Value Management Systems -- All

(i) Integrated Program Management (IPM) Reporting. The Contractor shall report Earned Value Management data as applicable to this contract in accordance with the requirements stated herein and the Contract Data Requirements List (CDRL). All reporting shall correspond to applicable CWBS elements. The Contractor shall reconcile the cost/schedule data elements in the Contract Funds Status Report (CFSR) with the Contractor Performance Report (CPR) when these documents are submitted in the same

Document No. FBM060 4 Document No. FBM060 7/28/08 month. The Contractor shall provide a reconciliation of the CFSR with CPR as an addendum to the CPR. (DI-MGMT-81466/T, DI-MGMT-81468).

(j) Application To Subcontractors. The Contractor shall flow-down Contractor Performance Reporting (CPR) to subcontractors meeting applicable thresholds and/or assigned critical tasks. Subcontractor performance management information shall be integrated into the Contractor's CPR and other cost reports.

(k) Electronic Transmission Of Data. The Contractor shall format the deliverable data for electronic data interchange (EDI) in accordance with the ANSI X12 Standard.

Applicable Document Title and Tailored Application ANSI X12 American National Standards Institute, 839 Project Cost Reporting and 806 Project Schedule Reporting Transition Sets (XML Preferred)

(l) SSPINST 7720.4D. Performance under this contract shall be in accordance with the latest version of SSPINST 7720.4D, which is hereby incorporated by reference in this SOW, to the extent consistent with law and regulation.

PREFERENCE FOR DOMESTIC SPECIALTY METALS (DEVIATION 2008- O0002) – ALTERNATE I (DEVIATION 2008-O0002), DFARS 252.225-7014 (This clause replaces the version of this clause called out in Corpdocs. Applies in lieu of the basic deviation clause to the extent this contract requires delivery of any of the following items, or components of the following items: (i) Aircraft. (ii) Missile and space systems. (iii) Ships. (iv) Tank and automotive items. (v) Weapon systems. (vi) Ammunition.)

(a) Definitions. As used in this clause --

(1) “Assembly” means an item forming a portion of a system or subsystem that can be provisioned and replaced as an entity and which incorporates multiple, replaceable parts.

(2) “Commercial derivative military article” means an item procured by the Department of Defense that is or will be produced using the same production facilities, a common supply chain, and the same or similar production processes that are used for the production of articles predominantly used by the general public or by nongovernmental entities for purposes other than governmental purposes.

(3) “Commercially available off-the-shelf item” --

(i) Means any item of supply that is --

(A) A commercial item;

(B) Sold in substantial quantities in the commercial marketplace; and

(C) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(ii) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. App 1702), such as agricultural products and petroleum products.

(4) “Component” means any item supplied to the Government as part of an end item or of another component.

(5) “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.

(6) “End item” means the final production product when assembled or completed, and ready for issue, delivery, or deployment.

(7) "Produce" means the application of forces or processes to a specialty metal to create desired physical properties through quenching or tempering of steel plate, or gas atomization or sputtering of titanium.

(8) “Qualifying country” means any country listed in subsection 225.872-1(a) or (b) of the Defense Federal Acquisition Regulation Supplement (DFARS).

(9) “Required form” means in the form of mill product, such as bar, billet, wire, slab, plate or sheet, and in the grade appropriate for the production of --

(i) A finished end item delivered to the Department of Defense; or

(ii) A finished component assembled into an end item delivered to the Department of Defense.

(10) “Specialty metal” means --

(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, molybdenum, nickel, niobium (columbium), titanium, tungsten, or vanadium;

(ii) Metal alloys consisting of --

(A) Nickel or iron-nickel alloys that contain a total of alloying metals other than nickel and iron in excess of 10 percent; or

(B) Cobalt alloys that contain a total of alloying metals other than cobalt and iron in excess of 10 percent;

(iii) Titanium and titanium alloys; or

(iv) Zirconium and zirconium alloys.

(11) “Subsystem” means a functional grouping of items that combine to perform a major function within an end item, such as electrical power, attitude control, and propulsion.

(b) Except as provided in paragraph (c) of this clause, any specialty metals incorporated in items delivered under this contract shall be melted or produced in the United States, its outlying areas, or a qualifying country, except for --

(1) Electronic components;

(2)(i) Commercially available off-the-shelf (COTS) items; other than --

(A) COTS fasteners, unless such fasteners are incorporated into COTS end items, subsystems, assemblies, or components.

(B) Forgings or castings of specialty metals, unless such forgings or castings are incorporated into COTS end items, subsystems, or assemblies.

(C) Commercially available high performance magnets, unless such high performance magnets are incorporated into COTS end items or subsystems;

(ii) A COTS item is considered to be “offered without modification” as long as it is not modified prior to contractual acceptance by the next higher tier in the supply chain.

(A) Specialty metals contained in a COTS item that was accepted without modification by the next higher tier are excepted and remain excepted even if a piece of the COTS item subsequently is removed (e.g.,

the end is removed from a COTS screw or an extra hole is drilled in a COTS bracket).

(B) For specialty metals that were not contained in a COTS item upon acceptance, but are added to the COTS item after acceptance, the added specialty metals are subject to the restrictions (e.g., a special reinforced handle made of specialty metal that is added to a COTS item).

(C) If two or more COTS items are combined in such a way that the resultant item is not a COTS item, only the specialty metals involved in joining the COTS items together are subject to the restrictions (e.g., a COTS aircraft is outfitted with a COTS engine, but not the COTS engine normally provided with that aircraft.)

(D) For COTS items that are normally sold in the commercial marketplace with various options, items that include such options are also COTS items. However, if a COTS item is offered to the Government with an option that is not normally offered in the commercial marketplace, that option is subject to the specialty metals restrictions. (e.g., An aircraft is normally sold to the public with an option for several different radios. DoD requests a military-unique radio. The aircraft is still a COTS item, but the military- unique radio is not a COTS item, and must comply with the specialty metals restrictions, unless another exception applies.

(3) Fasteners that are commercial items that are purchased under a contract or subcontract with a manufacturer of such fasteners, if the manufacturer has certified that it will purchase, during the relevant calendar year, an amount of domestically melted specialty metal, in the required form, for use in the production of fasteners for sale to the Department of Defense and other customers, that is not less than 50% of the total amount of the specialty metal that it will purchase to carry out the production of such fasteners for all customers.

(4) Items manufactured in a qualifying country;

(5) Items for which the Government has determined in accordance with 225.700X-3 of Class Deviation 2008-O0002 that specialty metal melted or produced in the United States cannot be acquired as and when needed in-

(i) A satisfactory quality;

(ii) A sufficient quantity; and

(iii) The required form.

(6) Specialty metals, other than specialty metals in high performance magnets, that do not meet any of the exceptions in paragraphs (b)(1) through (5) of this clause, if

Document No. FBM060 8 Document No. FBM060 7/28/08 the total weight of such noncompliant metals does not exceed 2 percent of the total weight of specialty metals in the item, as estimated in good faith by the Contractor.

(c)(1) Streamlined compliance for commercial derivative military articles. As an alternative to the compliance required in paragraph (b) of this clause, the Contractor may purchase an amount of domestically melted specialty metals in the required form, for use during the period of contract performance in the production of the commercial derivative military article and the related commercial article, in the amount determined in accordance with paragraph (c)(2) of this clause, if --

(i) This is an acquisition of commercial derivative military articles; and

(ii) The Contractor has certified in its offer in accordance with paragraph (c)(2) of this clause.

(2) Certification for streamlined compliance for commercial derivative military articles (to be submitted with offer when applicable). The offeror ___ certifies ___ does not certify that prior to award it will have entered into a contractual agreement or agreements to purchase an amount of domestically melted or produced specialty metal in the required form for use during the period of contract performance in the production of the commercial derivative military article and the related commercial article, that is not less than the Contractors good faith estimate of the greater of --

(i) An amount equivalent to 120% of the amount of specialty metal that is required to carry out the production of the commercial derivative military article (including the work performed under each subcontract); or

(ii) An amount equivalent to 50% of the amount of specialty metal that is purchased by the contractor and its subcontractors for use during such period in the production of the commercial derivative military article and the related commercial article.

(3) For the purposes of the certification in paragraph (c)(2) of this clause, the amount of specialty metal that is required to carry out the production of the commercial derivative military article includes specialty metal contained in any item, including commercially available off-the-shelf items, incorporated into such commercial derivative military article.

(d) Unless the Contractor has certified in accordance with paragraph (c), the Contractor shall insert the substance of this clause, excluding paragraph (c) but including this paragraph (d), in all subcontracts for articles containing specialty metals.

E. This contract incorporates by reference the completed Section K that the contractor provided to the government in connection with this procurement.

FAR Clauses 52.219-9, Small Business Subcontracting Plan (Apr 2008) This clause is already called out in Corpdocs, but the version in Corpdocs should be replaced by the April 2008 version of the clause.

52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) – (Applicable if your contract is subject to FAR 52.222-41.)

52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) – (Applicable if you will be providing energy consuming products which will be delivered to the Government, or the energy consuming products are acquired by you 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; furnished under the prime contract for use by the Government.)

52.224-2, Privacy Act (Apr 1984). (Applicable if contract requires the design, development, or operation of such a system of records on individuals that is subject to the Act.)

52.232-17, Interest (Jun 1996) – (Applicable if your contract contains any clauses which refers to an Interest clause, “Government” means “Lockheed Martin”)

52.239-1, Privacy or Security Safeguards (Aug 1996). (Applicable if acquisition is for information technology, and/or for the design development, or operation of a system of records using commercial information technology services or support services.)

52.243-2, Changes – Cost Reimbursement (Aug 1987) – Alternate II and Alternate V (Apr 1984). The basic clause is already called out in Corpdocs, but Alternate II will also apply if your contract is for services and supplies and Alternate V will also apply if your contract is for research and development.

52.245-1, Government Property (Jun 2007) – Alternate I (Jun 2007). The basic clause is already called out in Corpdocs, but Alternate I is also applicable if you were awarded a contract that is other than one described in FAR 45.104(a).

52.245-9, Use and Charges (Jun 2007) (Applicable for all purchase orders and subcontracts where government facilities will be provided. Communications with the Government under this clause will be made through Lockheed Martin.)

52.246-15, Certificate of Conformance (Apr 1984). (Applicable if you will be making direct shipments to the Government and there is no intervening acceptance by Lockheed Martin.)

52.247-67, Submission of Transportation Documents for Audit (Feb 2006). (Applicable if your contract is a cost reimbursable contract.)

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.")

252.211-7006, Radio Frequency Identification (Feb 2007). (Applicable if you will make direct shipments meeting the criteria at FAR 211.275-2 to the Government of items covered by the clause.)

252.215-7004, Excessive Pass-Through Charges (May 2008). This clause is already called out in Corpdocs, but the version in Corpdocs should be replaced with this May 2008 version.

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.)

252.225-7012, Preference for Certain Domestic Commodities (Jan 2007). (Applicable for all purchase orders/subcontracts with any deliverables of items covered by this clause.)

252.225-7036, Buy American Act – Free Trade Agreements – Balance of Payments Program (Mar 2007) and Alternate I (Oct 2006). (Applicable for all purchase orders/subcontracts.)

252.234-7002, Earned Value Management System (Apr 2008). (Applicable if you are named in paragraph (h) of this clause in the Prime Contract.)

252.239-7000, Protection Against Compromising Emanations (Jun 2004). (Applicable if classified work is required. "Contracting Officer" means "Lockheed Martin." "Government" means "Lockheed Martin and the Government" in paragraphs (c) and (d).)

252.239-7001, Information Assurance Contractor Training and Certification (Jan 2008). (Applicable if you will be accessing DoD Information Systems.)

252.239-7016, Telecommunications Security Equipment Devices, Techniques, and Services (Dec 1991). (Applicable if your contract requires securing telecommunications.)

252.243-7002, Requests for Equitable Adjustment (Mar 1998). (Applies to all purchase orders/subcontracts over $100,000, “Government” means “Lockheed Martin”)

252.245-7001, Reports of Government Property (May 1994). (Applies if Government Property will be provided or acquired under this Contract. Seller shall submit its required reports to Lockheed Martin, not later than October 10, notwithstanding anything to the contrary in this clause.)

252.246-7000, Material Inspection and Receiving Report – (Mar 2008). (Applicable if direct shipments will be made to the Government.)

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