Lockheed Martin Services, Inc.

Material Facts

• DFAS awarded the contract for retired military and annuitant pay services to ACS Government Solutions Group, Inc., which LMSI later acquired.
• The contract contained clause H.10, requiring prior written approval before use of contractor or third-party proprietary technology and providing for a requested license at no additional cost, subject to an exception for generally commercially available software, code, or modifications.
• DFAS provided government-owned MIRORS hardware and software to the contractor as government-furnished equipment.
• LMSI replaced MIRORS with its RAPID product, which was implemented in December 2004.
• DFAS later decided not to exercise the remaining contract options and sought a transition plan so it could resume performing the pay services itself.
• The parties discussed issuing DFAS a RAPID license but were unable to agree on the license fee.
• Modification No. P00091 provided for a firm fixed-price RAPID user license, transfer of hardware and software, and a price-redetermination clause.
• LMSI did not dispute that it was paid the amounts provided by Modification No. P00091.
• The contracting officer's final decision denied LMSI's request to increase the contract price to the not-to-exceed amount and stated that the original obligated price was the final purchase price.
• No contracting officer issued a written decision demanding repayment of any part of the RAPID license fee.

Parties

Appellant

Lockheed Martin Services, Inc.

Respondent Agency

Defense Finance & Accounting Service

Contracting Agency

Defense Finance & Accounting Service

Contract Number

MDA220-01 -D-0002