Attch22FinalizedTermsandConditions.pdf

Finalized Terms and Conditions 14 December 2020

Raytheon Competition Sensitive

Attachment 2 Assumptions

1. Contractor’s prices reflect the sustainment of the existing EISS system per its requirements baseline contained in Northrop Grumman Procurement Specification 367-6000-656. USG Response: Concur

2. Contractor’s pricing is based on execution of the base year and each succeeding option, with the assumption there are no gaps in performance. USG Response: Concur

3. Redesign to achieve performance improvement, including but not limited to image quality, reliability, system safety and cybersecurity is not included in Contractor’s pricing. USG Response: Concur

4. The EISS system will maintain its current system safety requirements and performance baseline. USG Response: Concur

5. Contractor will access US Air Force databases, such as LCD to provide data per the requirements of the contract. Contractor will not review or maintain the database for quality or integrity of previous data, not provided directly by the Contractor. USG Response: Concur

Raytheon Competition Sensitive

Attachment 3 Terms and Conditions of Sale

This counteroffer is based on Contractor’s performance in accordance with the reference (a) RFP’s Model Contract (Standard Form 33) and FA8577-20-R-0004 and the following additional terms, conditions, and changes:

1. The period of performance is for the proposed effort(s) are:

a. January 1, 2021 through December 31, 2021 (Base)

b. January 1, 2022 through December 31, 2022 (Option I)

c. January 1, 2023 through December 31, 2023 (Option II)

d. January 1, 2024 through December 31, 2024 (Option III)

e. January 1, 2025 through December 31, 2025 (Option IV)

Contractor assumes this effort will be awarded on or before January 1, 2021 and shall be incrementally funded per quarter. USG Response: Concur

2. The following Limitation of Liability Clause will be incorporated into any resultant Contract:

“Notwithstanding any language contained in any other provision of this Contract to the contrary, except for damages as may relate to claims against either party by third parties, neither party shall be liable to the other party for any incidental, special (including punitive and multiple damages), or consequential damages whatsoever under this Contract. Either party’s maximum aggregate liability for damages for contract claims arising out of, connected with, or resulting from this Purchase Order shall, in no event, exceed the total price of this Contract. This provision, which only applies to this Contract [TBD], in no event shall be considered a precedent for any future contract between the parties.” USG Response:

Concur, but with slight changes. Notwithstanding any language contained in any other clause of this Contract to the contrary, except for damages as may relate to claims against either party by third parties, neither party shall be liable to the other party for any incidental, special (including punitive and multiple damages), or consequential damages whatsoever under this Contract. Either party’s maximum aggregate liability for damages for contract claims arising out of, connected with, or resulting from this contract shall, in no event, exceed the total price of this Contract. This clause, which only applies to this contract (FA8577-21-C-0002), in no event shall be considered a precedent for any future contract between the parties. In the event of a conflict between the language in this clause and FAR 52.246-25, FAR 52.246-25 shall take precedent. Raytheon 11/06/20 Response: Government changes still in review and will disposition with a response NLT 11/12/2020. Raytheon 12/02/20 Response: Raytheon agrees to the USG proposed re-write.

3. Performance Work-Based Statement for Contractor Logistics Support & Services (CLS&S) VI for /RQ-4B Global Hawk (GH) Enhanced Integrated Sensor Suite (EISS), dated February 3, 2020 as modified by redlines submitted by the Contractor herein Exhibit 1 shall apply.

USG Response: Concur

4. The Government Furnished Equipment / Government Furnished Property (GFE/GFP) as identified in Attachment A shall be authorized for use on a rent free noninterference basis during the entire period of performance. USG Response: There will not be any GFP accountable to this contract. GFP accountable to other contracts is expected to be used in support of this contract. As such, the proposed GFP has been reviewed and shall be authorized for use on a rent-free non-interference basis during the period of performance.

Raytheon 11/06/20 Response: Agree no GFP will be transferred to this contract, however, Government shall authorize RFNI use.

5. Contractor may submit invoices bi-weekly. Unless otherwise provided, terms of payment shall be net thirty (30) days from the latest of the following: (i) confirmation of completion of inspection and acceptance or (ii) Government’s receipt of Contractor’s accurate invoice in accordance with proper invoicing instructions as identified on the Contract. USG Response:

Concur

6. Contractor’s support of DMS management is limited to the hours proposed per base and option periods. This proposal does not include resolution of currently known or unknown DMS issues, except for low cost solutions that may occur during the performance of this effort. Low cost solutions are limited to the hours proposed per period of performance. Direct labor hours in excess of the aforementioned limit are considered out of scope and subject an equitable adjustment. If any DMS issues arise, the Contractor will inform the Government of the affected parts and their potential impact, if any, to price and schedule which shall be outside the scope of this effort. Contractor’s pricing is based on six (6) GIDEP events per period of performance. USG Response: Concur, if the CLIN for DMS option is exercised.

7. NO WARRANTY APPLIES HERETO, WHETHER EXPRESSED IMPLIED, BY

OPERATION OF THE LAW OR THROUGH CUSTOM OR USAGE IN TRADE

INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. USG Response:

Not Required.

8. Costs for supporting any new capability fielded after June 30, 2020 are not included in this proposal. These new support capabilities may include, but are not limited to increase flying operational tempo, addition of new software/hardware, configuration, and changes in support coverage hours and/or operational capability. USG Response: Concur

9. Contractor shall perform physical inventory of parts once per calendar year. USG Response:

Concur

10. Program Management Reviews (PMRs) are limited to two per calendar year and Technical Interchange Meetings (TIMs) are limited to one per calendar year. USG Response: Concur

11. Contractor’s support of Engineering Change Proposals (ECPs) is not included in this bid. If an ECP is requested by the Government, the direct labor hours in support of the request is considered out of scope and subject to an equitable adjustment. USG Response: Concur

12. Contractor’s support of image quality investigations are limited to four (4) investigations per period of performance. USG Response: Concur, if CLIN X004 option is exercised

13. Contractor will support three (3) EIQVP conferences per period of performance as follows:

two (2) EIQVP working groups and one (1) ISR image quality symposium. USG Response:

Concur, if CLIN X004 option is exercised

14. The Government shall provide a DD254 for this effort at the time of contract award, which is anticipated to be January 1, 2021. USG Response: Concur

15. The Government shall provide concurrence for continued use of non-conforming Government owned Special Test Equipment (STE). USG Response: Concur

16. Contractor will perform the cybersecurity requirements per the Risk Management Framework (RMF). Incorporation and validation of cybersecurity features are not included in the price and are considered out of scope. USG Response: Concur, if CLIN X005 option is exercised

17. The Contractor will provided support at the following locations:

• Andersen AFB, Guam

• Naval Air Station, Sigonella, Italy

• Beale AFB, California

Contractor’s level of support will be a maximum of two (2) shifts at each location.

The directed FSR headcount allocation per site location and working hours in support of CLS&S VI is as follows: USG Response: Concur Raytheon 11/06/20 Response: There appears to be a typo in the number of heads designated for Beale UAV FSRs. The correct number should be 4.

Site Headcount Role Andersen AFB, Guam 4 UAV FSR Naval Air Station, Sigonella, Italy 4 UAV FSR Beale AFB, California 8 DAWS FSR Beale AFB, California 8 4UAV FSR

18. Contractor’s FSRs will work normal on-base shifts as prescheduled and coordinated with Government Site Lead. Based upon operational requirements, the work schedule of each FSR may be adjusted by up to 2 hours from the scheduled start time, one time each week. USG

1264151909C Typewritten Text USG Response: Concur with locations and maximum number of shifts

Response: Based upon operational requirements, the work schedule of each FSR may be adjusted by up to 4 hours from the scheduled start time per week. Raytheon 11/06/20 Response: Agree to update 2 hours to 4 hours.

19. Contractor’s FSRs will not perform on-call or standby coverage. USG Response: Concur.

20. Contractor’s FSRs will not “split shifts” or “chase the flying schedule”. FSR support outside of previously established coverage will require additional manning and funding to be in place prior to the support being provided. The directed headcount level does not provide 100% presence and performance for this function at these operating location. USG Response:

Concur

21. The Government shall provide Contractor a minimum of thirty (30) day notice for directed FSR staffing changes. Any such directed FSR staffing changes shall be handled in accordance with the Changes Clause of this Contract. USG Response: Concur

22. Cost for FSR training on new capabilities is not included in this proposal. Any efforts required of Contractor to support new software/hardware capability, configuration and/or operational capability is considered out of scope and shall be subject to an equitable adjustment. USG Response: Concur

23. No deployments, backfills or unscheduled training requirement not specifically listed in the proposal are bid. Should these events arise, an equitable adjustment may be required. USG Response: Concur

24. Any FSR PTO, holiday and/or training with a duration of forty (40) hours or more will require backfill. Contractor will utilize its “Rotator FSRs” to provided FSR backfill. USG Response: Concur

25. Contractor’s FSRs may train other company’s FSRs, CMPs or O-Level maintainers on approved Air Force technical data only. FSRs will not provide or train non-Raytheon Contractor Maintenance personnel on Raytheon’s proprietary sensor/subsystem information.

USG Response: Concur

26. Contractor FSRs shall only perform Contractor sensor related O-level maintenance tasks for a maximum of thirty (30) days, when manning or skill shortages prevent accomplishment by assigned military technicians. A staffing assessment shall be required if this flexibility to "fill-in" extends greater than 30 days, potentially requiring additional funding for any costs related to an increase in staffing. USG Response: Concur

27. FSR attrition is limited to one (1) per location per option every two (2) years. Anything above and beyond this will be considered out of scope and subject to equitable adjustment.

Repatriation cost associated with the FSR attrition limit of (1) per location per option year every two (2) years is covered. However, if repatriation occurs at a rate greater than this limitation, an equitable adjustment will be made. USG Response: Concur Raytheon 11/06/20 Response: This will need to be updated at the time of price settlement to reflect the correct limited.

28. All Contractor FSRs shall be classified as Mission Essential. The Government shall make all arrangements to obtain Mission Essential classification for all Contractor FSRs. USG Response: Concur

29. Notwithstanding any other provision of this contract, the Government and Contractor agree that in the event of any hostilities or crisis, the Contractor has the unilateral right upon two

(2) days’ notice, to withdraw its FSRs from any location it may deem hostile or in a crisis situation. USG Response: Concur, but the contractor will bear all costs associated with withdrawing its FSRs. Furthermore, the contractor will not bill or charge the USG for withdrawing its FSRs and the USG will not pay the contractor to withdraw its FSRs.

Raytheon 11/06/20 Response: Agree

30. Contractor's obligation is limited to providing reasonable best efforts to provide personnel to deploy with a Government/Military unit. Contractor's inability to provide personnel is considered an excusable delay under the Force Majeure clause and the contract cannot be terminated for default as a result thereof. USG Response: Concur. However, this will be handled on a case-by-case basis.

31. In no event shall Contractor or Contractor’s personnel be required to perform combat related tasks. USG Response: Concur

32. The Government and Contractor recognize and acknowledge that all program shutdown costs, including but not limited to: all costs related to repatriation and relocation of all Field Support Representatives (FSRs) and their dependents, disposition of equipment and government property, data archival and orderly program shutdown have not been included in the price herein and are considered out of scope. The Government and Contractor agree that program shutdown costs are the responsibility of the Government whether these costs are incurred at the conclusion of this effort or under any future sustainment follow-on effort.

USG Response: Non-Concur. Provided the shutdown is not covered by PWS Paragraph 5.12 and contractor timely submits a request supported by sufficient evidence, the USG will pay all reasonable program shutdown costs that relate back to this contract, are authorized by the FAR and its supplements, and are supported by sufficient evidence. However, the Government will not pay for any costs associated with the contractor unilaterally deciding to withdraw its FSRs from any location it may deem hostile or in a crisis situation. The Government shall not pay for program shutdown costs or any other costs associated with this contract on any future follow-on contract. Raytheon 11/06/20 Response: Raytheon’s bid did not include any program shutdown costs. The assumption is that we will be contracted for each subsequent option as noted in our groundrules and assumption, hence the need for this

1264151909C Typewritten Text USG 13 Dec Response: Concur provision. We do agree that if we unilaterally pull a FSR from the field, without Government concurrence, we are responsible for those costs to bring the FSR home.

33. All CDRLs will be delivered in Contractor’s format. For CDRL A020 (FRACAS Report), Contractor’s current FRACAS structure and data fields shall be acceptable to the Government. USG Response: Concur that all CDRLs will be delivered in Contractor’s format. For CDRL A020, concur, if CLIN option is exercised.

34. The following FAR and DFAR clauses will be incorporated into any resultant contract:

a) FAR 52.228-3 Worker's Compensation Insurance (Defense Base Act) USG Response:

Concur

b) 252.225-7040 Contractor Personnel supporting a Force Deployed Outside the United States USG Response: Concur

c) 252.225-7043 Anti-terrorism Force Protection Policy for Defense Contractors Outside the United States USG Response: Concur

d) 252.228-7003 Capture and Detention USG Response: Concur

35. Contractor takes exceptions to the following FAR/DFARS clauses:

a) 252.223-7008 PROHIBITION OF HEXAVALENT CHROMIUM (JUN 2013). Contractor takes exception to this DFARS clause as we fall under the exceptions provided under DFARS 223.7304 as the EISS system is considered a “Legacy” system per the definition provided under DFARS 223.7300. Furthermore, Contractor will not be providing any hardware deliverables under this contract. USG Response: Concur. The exception is acceptable as no end items will be procured, repaired or delivered under this effort. The effort is primarily services to include FSR support and analysis for RAM, etc.

No hardware or end items. Furthermore, this effort has passed Milestone A as this effort is considered a sustainment contract action.

b) 252.225-7052 RESTRICTION ON THE ACQUISITION OF CERTAIN MAGNETS, TANTALUM, AND TUNGSTEN (DEVIATION 2020-O0006) (FEB 2020). Contractor takes exception to this DFARS clause as it is not applicable as Contractor will not be providing any hardware deliverables. USG Response: Concur. The exception is acceptable as no end items will be procured, repaired or delivered under this effort. The effort is primarily services to include FSR support and analysis for RAM, etc. No hardware or end items.

36. Contractor’s price does not include support at CENTCOM. Any support required at the CENTCOM location is considered out of scope. Should the Government require support at this location, the Government shall provide a directed change to the contract and the Contractor shall submit a Request for Equitable Adjustment. The Government shall reimburse the Contractor for all its allowable and allocable costs plus fee in the same percentage agreed upon for the FSR CLIN(s) x002.

37. Contractor’s price does not include PACOM summer deployments, i.e. deployment from Guam to Misawa (or any other PACOM location) and therefore PACOM summer deployments are out of scope. Should the Government require summer deployment(s) at the PACOM location, the Government shall provide a directed change to the contract and the Contractor shall submit a Request for Equitable Adjustment. The Government shall reimburse the Contractor for all its allowable and allocable costs plus fee in the same percentage agreed upon for the corresponding CLIN.

1264151909C Typewritten Text USG Response: Concur

1264151909C Typewritten Text USG Response: Concur