DRAFT_Implementation_Agreement.pdf

IA Number: OC-MOOG-08-001-IA001

B-2 Actuator

DIRECT SALES IMPLEMENTATION AGREEMENT (IA)

Between

MOOG Incorporated

And

Oklahoma City Air Logistics Complex

MOOG Incorporated

Oklahoma City Air Logistics Center

(Signature)

Name:

Title:

Date:

(Print or type Name and Title)

(Signature)

Name:

Title:

Date:

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Table of Contents

SECTION 1 GENERAL DESCRIPTION 1

SECTION 2 GENERAL TERMS AND CONDITIONS 2

SECTION 3 DEFINITIONS 3

SECTION 4 5

SECTION 5 6

SECTION 6 7

SECTION 7 8

SECTION 8 PRE-INDUCTION REVIEW AND INSPECTION OF ASSETS 8

SECTION 9 REPORTING 8

SECTION 10 MATERIAL SUPPORT 8

SECTION 11 ESSENTIAL INFORMATION 10

SECTION 13 MILITARY SERVICE DEPOT USE OF CONTRACTOR-OWNED PROPERTY 11

SECTION 14 MUTUAL SUPPORT 11

SECTION 16 PACKAGING/HANDLING/SHIPPING AND CUSTODY TRANSFER 11

SECTION 17 MOOG ROLES AND RESPONSIBILITIES 12

SECTION 18 OC-ALC ROLES AND RESPONSIBILITIES 12

SECTION 19 PROGRAM MANAGEMENT AND PROGRAM RELATED TRAVEL 12

SECTION 21 INSPECTION, ACCEPTANCE, AND CUSTODY EXCHANGE 12

SECTION 22 SAFETY 13

SECTION 24 STORAGE 14

SECTION 25 RESOLUTION OF DISPUTES AND DISAGREEMENTS 14

SECTION 26 TERMINATIONS 14

SECTION 27 INDEMNIFICATION 14

SECTION 28 RIGHTS IN ESSENTIAL INFORMATION 15

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EXHIBIT 1 SCHEDULE OF RATES 17

EXHIBIT 2 METRICS AND DELIVERABLES 18

EXHIBIT 3 DEPOT LEVEL REPAIRABLES LIST 19

EXHIBIT 4 CERTIFICATE OF CONFORMANCE 21

EXHIBIT 5 REPORTING REQUIREMENTS, FORMATS, AND PROCESS 22

EXHIBIT 6 CONTRACTOR FURNISHED EQUIPMENT / MATERIALS 24

EXHIBIT 7 ADMINISTRATIVE 25

3.3 CONTRACTOR DOCUMENTS 30

4. ASSEMBLY PARTS REPLACEMENT REQUIREMENTS 31

4.1 100% ASSEMBLY PART REPLACEMENT REQUIREMENTS 31

EXHIBIT 10 PROPRIETARY INFORMATION DISCLOSURE AGREEMENT 32

EXHIBIT 11 SCHEDULE OF FUNDING 33

EXHIBIT 12 INTERNATIONAL TRAFFIC IN ARMS REGULATIONS / TECHNICAL ASSISTANCE AGREEMENTS 34

EXHIBIT 13 GOVERNMENT PROVIDED FACILITIES USE AGREEMENT 35

EXHIBIT 14 MATERIAL SUPPORT PROCESS 36

EXHIBIT 15 CUSTODY EXCHANGE DOCUMENTATION 37

ATTACHMENT 1 – PARTNERING AGREEMENT 39

ATTACHMENT 2 – ACRONYM LISTING 40

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SECTION 1 GENERAL DESCRIPTION

Prime Contract / Order: <Insert Contract/Order> and its successors

Partnership Agreement Number: PA# OC-ALC-MOOG-08-001

IA Number: OC-MOOG-08-001 IA001

Authority: 10 U.S.C. §2474

IA Type: Direct Sales Agreement

Specific Workload: This IA defines specific requirements for depot level maintenance and repair/overhaul of the B-2 Actuator, part numbers / NSNs as specified in Exhibit 3.

Period of Performance: Date of Last Signature through <DD/MM/YYYY>

General Scope of Work: The purpose of this Implementation Agreement (IA) is to establish the working relationship between OC-ALC and MOOG. This IA is in support of B-2 Program and implements terms and conditions of the Partnering Agreement (PA) number OC-ALC-MOOG-08-001, dated 1 December 2008.

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SECTION 2 GENERAL TERMS AND CONDITIONS

2.1 Exhibit Changes

The Parties may propose changes by written correspondence to the appropriate POCs including the POC for IA Changes in Exhibit 7, Administrative of this IA. Resolution of proposed changes shall also be documented in written correspondence to the appropriate POCs, including the POCs for IA changes listed in this IA. Changes to the Exhibits shall be made by mutual agreement between the POCs for The Parties as identified in EXHIBIT 7, Administrative in this IA. Changes may be made at any time without requiring a formal modification to this IA so long as the scope of work remains within the defined limits detailed for this IA. All changes to Exhibits shall be marked with the applicable revision number, effective date and signature of both POCs acknowledging concurrence with the updates.

2.2 Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) flow down clauses do not apply to Military Service Depots.

2.3 IA Changes

Changes to this IA may be made only by written mutual agreement of the authorized representatives of each Party to this IA.

2.4 Over and Above Work

Maintenance and repair work beyond the scope of the initial negotiated Purchase Ordershall be considered to be Over and Above (O&A) work. In the event any O&A work becomes necessary, the cost of its performance shall be established by OC-ALC and Moog and its delivery schedule shall be negotiated and agreed upon by the parties to this agreement.

2.5 Period of Performance

The period of performance for this IA may be extended by mutual agreement of the signatory authorities of this IA.

2.6 Workload Prioritization

In the event of wartime situation or national emergency, or where other higher priority designated work is directed to the depot facility, the higher priority work will be accomplished first. Such a re-ordering of schedule or any subsequent and resulting delays shall not be the basis of a claim against the parties to this IA.

2.7 Workload Level

Requirements for a minimum organic workload mandated to meet 10 USC 2464 requirements shall be assigned/designated only in the Prime Contract. If a minimum requirement is designated in the Prime Contract, that work shall be performed under the authority of the IA. MOOG may elect, at its discretion, to offer the ALC additional workload using processes defined in this Implementation Agreement See Exhibit 16.

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SECTION 3 DEFINITIONS

3.1 Assets/Depot Level Repairables (DLR)

The components or other items that are listed in Exhibit 3 of this IA, which may include, but is not limited to, Line Replaceable Units/Components, Weapons Replaceable Assemblies, Shop Replaceable Units/Assemblies/Components, engines and engines modules.

3.2 Common Support Equipment (CSE)

CSE is generally any item of support equipment that is currently used by the military and has applications in support of multiple weapons systems.

3.3 Components

Components are any subsystem, assembly, subassembly or other major element of an end item.

3.4 Deficiency Report /Quality Deficiency Report (DR/QDR)

A form or process used to record and transmit product quality deficiency data; defined as a defect or nonconforming condition. Included are deficiencies in design, specification, materiel, manufacturing processes, or workmanship.

3.5 Kits

A grouping of parts/material required to perform modification, repair or overhaul of an asset. Kits may include a combination of any or all parts/material, common consumables.

3.6 Line Replaceable Unit /Weapons Replaceable Assembly (WRA)/Line Replaceable Component (LRC) A higher level assembly which can be removed and replaced at the field level.

3.7 Locally Manufactured Material

Parts that are identified with a Source, Maintenance and Recoverability (SM&R) code requiring depot level manufacturing.

3.8 OC-ALC Repair Turnaround Time (RTAT)

The time period that commences, when a non-RFI Asset is inducted by the OC-ALC to undergo repair and ends when the asset is “ready for issue”. The RTAT may be suspended as specifically set forth in this IA.

3.9 Nonconforming Material

Material that fails to conform to the quality requirements as specified in the approved technical data.

3.10 Peculiar Support Equipment (PSE)

PSE is an item of support equipment that has been designed and developed in conjunction with the development of a specific weapons system and does not meet the criteria of CSE.

3.11 Ready for Issue (RFI)

Assets that are in a serviceable, but not necessarily like new, operating condition. The Asset must meet all the operational and functional requirements of authorized repair/rework/modification technical specifications to return it to service.

3.12 Repair Data

This data is encompassed within the definition of Essential Information Section XX of the PA, see Attachment 1.

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3.13 Direct Material

Any items used to repair an asset excluding Shop Floor Consumables and Incidental Materials.

3.14 Shop Floor Consumables and Incidental Material

Consumables and materials not readily assignable to an end item such as rags, fluid, grease, sealants, oils, and IPV items that are consumed in the repair process.

3.15 Shop Replaceable Unit/Shop Replaceable Assembly/Shop Replaceable Component (SRU/SRA/SRC) A subcomponent of an LRU/WRA/LRC.

3.16 Technical Data

Scientific or technical information recorded in any form or medium (such as manuals and drawings), including documentation of computer programs and related software. Computer programs and related software are not technical data as well as financial data, or other information related to contract administration.

3.17 AFMC Form 206-Temporary Work Request

3.18 FRACAS (15.2)

3.19 SAP (15.2)

3.20 Workmanship Deficiencies

Failures that result after the item was placed in service that are confirmed as latent defects or quality escapes resulting from poor workmanship, nonconformance to applicable specifications, drawings, standards, processes or other technical requirements.

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SECTION 4 ORDERING PROVISIONS

4.1 MOOG must provide an authorizing Purchase Order with advance funding to the OC-ALC Finance and Workloading POC prior to OC-ALC beginning the work. A Direct Sales Order (DSO) is the vehicle used by MOOG to provide funding to OC-ALC and authorize OC-ALC to commence performance of the specified work package.

MOOG shall provide the DSO to the OC-ALC Production POC identified in EXHIBIT 7 – ADMINISTRATIVE.

Upon identification of a repair/overhaul job for which MOOG desires OC-ALC performance, MOOG shall notify the OC-ALC Production representative designated in EXHIBIT 7 – ADMINISTRATIVE in this IA and request an estimated unit price, monthly capacity, total labor hours, and estimated turn-around time. From time to time, OC-ALC shall be requested to provide a breakdown of labor hours per Resource Control Center (RCC) as part of the estimate. OC-ALC shall provide this estimated unit price and turn-around time within 30 calendar days of the request. In the event that technical data is required for OC-ALC to provide input, the response time may be negotiated between the OC-ALC Production POC and the MOOG representative designated in EXHIBIT 7 – ADMINISTRATIVE in this IA.

DSOs that are issued in full compliance with this agreement, including any of the instructions or predefined terms cited herein, and MOOG’S comments made for clarification, may be issued on a unilateral basis by Moog and do not require that an acknowledgement copy be returned to MOOG. DSO changes that add or eliminate requirements require OC-ALC acceptance in order to become effective. Acceptance shall be considered effective when the physical DSO is signed by an OC-ALC supervisor and is received by MOOG.

The DSO may include, as a minimum, the following:

Unique MOOG DSO number/DSO change number

Reference to this agreement OC-ALC-MOOG-13-001

Prime contract number

Specific task description, including workscope and delivery schedule

Pertinent technical data

Defense Priorities and Allocations System (DPAS) flow down

Estimated task hours of the work authorized

Estimated cost of work authorized

Any unique direction or guidance applicable to the asset

Part serial number if applicable

4.2 The Parties shall negotiate workload and output schedules. However, the parties agree that estimated jobs and associated hours contained herein are estimates and that MOOG makes no guarantees of such effort.

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SECTION 5 COST/PRICE STRUCTURE

5.1 Cost Reimbursable

5.1.1 OC-ALC shall provide RCC rates in accordance with EXHIBIT 1 for accomplishment of work performed under this IA and are subject to change in accordance with regulatory provisions indentified in paragraph 5. 3. Cost to the customer will be determined by applying the approved RCC rate in effect when OC-ALC inducts an asset for repair to the number of estimated OC-ALC hours required to complete the repair effort. Workloads inducted and completed within the year of execution will have the estimated hours adjusted to actual hours expended at the end of the fiscal year. Workloads that cross from one fiscal year into the next year will be charged the end item sales price in effect at the end of the fiscal year in which the L3A was established.

5.1.2 Labor rates identified in accordance with EXHIBIT 1 will be applied to the estimated repair hours in EXHIBIT 2 to establish the total estimated cost for each repair task. MOOG shall pay OC-ALC based on planned hours, adjusted to actual hours expended.

5.2 Fixed Price

When work scopes have been sufficiently stable and sufficient historical labor hour data has been collected on a work scope basis, this IA may be modified to provide firm fixed prices for the specified DLRs.

5.3 Labor Rates

Fiscal year RCC rates charged for services are subject to change in accordance with DOD Financial Management Regulation, 7000.14-R, Volume 2b, Chapter 9.

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SECTION 6 FUNDING

6.1 Advance Funding

MOOG shall provide advance funding at least monthly, based on the estimated value of work to be performed. MOOG must fund all work in advance of OC-ALC’s induction. If MOOG requests additional work above and beyond the funding provided or if the IA work effort extends beyond the estimated number of labor hours, MOOG must provide additional funding. OC-ALC shall notify MOOG in writing when 70 percent of the funds available have been officially obligated to establish a Form 206.

OC‐ALC shall maintain a current register of obligated and expended funds and shall provide MOOG a monthly summary of the status of charges and accounting of funds within twenty (20) working days after the first of each month to the MOOG Funding Representative (identified in EXHIBIT 7 – ADMINISTRATIVE in this IA) in accordance with in this IA.

OC‐ALC will provide notification to MOOG (via email or written documentation) consisting of a completed form 206 number upon completion of work. OC‐ALC shall strive to close out cost collection within ninety

(90) calendar days after completion of work. OC‐ALC schedules for individual DSOs shall contain a milestone to closeout cost collection related to the DSO to the MOOG POC for Reconciliation listed in EXHIBIT 7 – ADMINISTRATIVE in this IA no later than ninety (90) calendar days after completion of work.

6.2 When MOOG provides a check, it must be payable to and delivered directly to the payee and address identified in EXHIBIT 7. All payments to OC‐ALC shall be made in whole U.S. dollars rounded up.

6.3

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SECTION 7 DESCRIPTION/WORK SCOPE

Beyond Economic Repair (BER)/Beyond Physical Repair (BPR) Repair Authorized. When a repairable asset is declared BER or BPR by the OC-ALC, the OC-ALC will provide MOOG within five (5) business days with all the necessary information for MOOG to perform an analysis. Upon completion of the analysis, MOOG will advise the OC-ALC whether to repair or scrap the asset. If MOOG instructs the OC-ALC to repair a BER asset, MOOG will fund the repair.

BER/BPR Repair Not Authorized. If MOOG notifies the OC-ALC that the asset has been deemed BER/BPR and repair will not be authorized, the OC-ALC will attach a DD form 1577-1 to the non-repairable asset and MOOG will retrieve the asset, or provide disposition instructions for its disposal. See Exhibit 9

SECTION 8 PRE-INDUCTION REVIEW AND INSPECTION OF ASSETS

8.1 OC-ALC will inspect all incoming assets and accompanying documents. OC-ALC will notify MOOG within two (2) working days after discovery of any damage, missing parts and/or inaccurate or incomplete documentation.

8.2 MOOG will provide disposition within five (5) working days after receipt of notification from OC-ALC.

8.3 OC-ALC will notify MOOG of all Depot Level Repairables per Exhibit 3, which results in a “Cannot Duplicate (CND)” and request disposition instructions.

SECTION 9 REPORTING

9.1 OC-ALC will monitor the induction and progress of repair items through the OC-ALC facility and provide the necessary status and documents to the MOOG POC as specified in Exhibit 7. Reporting requirements will be specified in Exhibit 5.

9.2 OC-ALC will maintain and report financial data of expended and remaining funds to MOOG in accordance with the requirements in Exhibit 5.

9.3 Parties will provide metric performance identified in Exhibit 2 specified in Exhibit 5.

SECTION 10 MATERIAL SUPPORT

10.1 Bills of Material (BOM)

MOOG will develop repair BOMs for each asset identified in Exhibit 3. OC-ALC will be responsible for uploading/accessing the BOMs in the appropriate system, as necessary. MOOG is responsible for notifying the OC-ALC of changes, updates or discrepancies such as, but not limited to part number mismatches. Materials provided and not consumed shall be returned to MOOG.

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10.2 Diverting Material and Accounting

Diverting material is not a routine OC-ALC business practice and will be used only in exigent and emergent circumstances. When MOOG requests material be diverted from its work in process (WIP) in an effort to expedite shipments, and OC-ALC concurs, it is understood that this diversion may impede the collection of actual labor charges by asset.

10.3 Kits

Kits are identified by part number and will contain an inventory list. In the event an OC-ALC receives a kit that has missing or damaged part(s) which may affect OC-ALC performance, the MOOG is responsible for providing a replacement for the missing or damaged part.

10.4 Repair Material Availability

MOOG will provide the material required for the repair of assets identified in Exhibit 3. MOOG will furnish notification of repair material non-availability within two (2) business days from date of a request for repair material in accordance with the agreed upon material ordering process. The OC-ALC will provide shop floor consumables/incidental materials.

10.5 Overhaul Support

Prior to the commencement of any overhaul effort in support of the workload being performed under this IA, parties will develop and negotiate a Purchase Order which will set forth the nature and scope of the overhaul effort to be performed.

10.5.1 In response to the purchase order, OC-ALC will provide estimated costs, turn-around time, and any special conditions specific to the overhaul effort.

10.5.2 MOOG will provide OC-ALC with Essential Information required to accomplish each individual overhaul effort. MOOG will provide OC-ALC appropriate condemned or non-serviceable components, if required, to verify accuracy of dimensions and placement of manufactured tools and/or equipment. MOOG will provide disposition instructions for condemned or non-serviceable components.

10.6 Material Delays

If required material is unavailable for any reason at the time it is needed for assembly, MOOG will provide an estimated delivery date. If the estimated material delivery date creates an unreasonable delay as determined by the OC-ALC, MOOG will retrieve and store the asset until all required material is available unless otherwise mutually agreed to by the parties. The asset may be removed from work. If removed from work the work order will be closed out and MOOG will be billed for the amount of labor hours expended. Upon receipt of all required material, MOOG will notify OC-ALC that the asset is ready for induction. The asset will be scheduled for induction under a new work order.

10.7 Material Support Process

Material Support Process will be conducted in accordance with Exhibit 14.

10.8 Non-conforming Material

MOOG will retrieve non-conforming repair material provided to the OC-ALC and exchange the repair material with conforming repair material at no expense to the OC-ALC. Until OC-ALC receives the conforming material, the asset will be placed in an awaiting parts (AWP) status if no further repairs can be accomplished. If material is not available when required and no further repair can be accomplished on the asset, MOOG will retrieve the

FOR OFFICIAL USE ONLY Page 10 repairable asset, unless otherwise mutually agreed to by the parties. Should the decision be made that repairable assets be returned to MOOG OC-ALC shall be paid for all work performed.

10.9 Reuse versus Replace Parts

In the event MOOG requires OC-ALC to reclaim parts that were previously expendable/throwaway items, any inspection criteria for these items, if not currently available to OC-ALC, will be provided by MOOG for incorporation into the technical repair data provided to the OC-ALC.

SECTION 11 ESSENTIAL INFORMATION

11.1 In accordance with Articles 11 and 12 of the PA, MOOG will provide Essential Information indentified in Exhibit 9 required to perform work under this IA at no cost to the OC-ALC. Failure of the MOOG to provide the foregoing to the OC-ALC in a timely manner may impact the agreed upon metrics in Exhibit 2 and form the basis for an appropriate adjustment to cost and schedule.

11.2 MOOG will maintain configuration control of Essential Information identified in Exhibit 9, and provided to the OC-ALC. MOOG will provide OC-ALC with timely notification of changes.

11.3 Any Essential Information identified under this agreement will be provided to the appropriate OC-ALC POC as mutually agreed by the Parties. The Parties are responsible for maintaining all data in accordance with mutually agreed upon procedures and the provisions of this IA.

SECTION 12 TOOLING, TEST, AND SUPPORT EQUIPMENT

12.1 MOOG will provide peculiar tooling, test, and support equipment listed in Exhibit 6. MOOG will be responsible for configuration management as well as providing the data concerning the maintenance, calibration and inspection criteria of any such peculiar tooling, test and support equipment provided by MOOG unless otherwise negotiated. MOOG is responsible for the cost of any modifications requested by MOOG to peculiar tooling, test and support equipment if the modification is in support of the repair requirements of the assets under this IA. Calibration and maintenance will be performed by OC-ALC, unless otherwise noted in Exhibit 6.

12.2 OC-ALC will provide all common tooling, test and support equipment required to perform the work requirements under this IA. MOOG is responsible for the cost of any modifications requested by MOOG to common tooling, test and support equipment if the modification is in support of the repair requirements of the assets under this IA. Calibration and maintenance will be performed by OC-ALC.

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SECTION 13 OC-ALC USE OF CONTRACTOR-OWNED PROPERTY

13.1 Article 11of the PA (see Attachment 1), is incorporated by reference. For the purposes of this section Contractor-Owned refers to property owned by MOOG.

SECTION 14 MUTUAL SUPPORT

14.1 MOOG and OC-ALC agree to provide each other support on a mutually agreeable basis to enhance performance under this IA. This support may include, sharing information, training, corporate acculturation, and any similar activities that would improve performance by either Party but without cost imposed by the providing Party. In the spirit of continuous improvement, the OC-ALC and MOOG will strive to improve repair processes and parts availability in an effort to reduce number of repair hours and repair turnaround time.

SECTION 15 INFORMATION SYSTEMS INTEGRATION

15.1 The parties agree to develop an information and connectivity plan to allow information exchange between MOOG and the OC-ALC. Until the information system integration is complete, the parties will provide the data as mutually agreed upon.

15.2 The parties will negotiate an Information and Connectivity Plan which may include, but is not limited to, the following:

Autonomic Logistics Information System (ALIS)

Equipment Electronic Logbook (EEL)

FRACAS

SAP

SECTION 16 PACKAGING/HANDLING/SHIPPING AND CUSTODY TRANSFER

16.1 MOOG shall deliver and pick up assets to/from Bldg. 200 in the OC-ALC, at designated locations specified in Exhibit 7.

16.2 While in its custody, OC-ALC will use reasonable care in the storage and handling of reusable containers. When not in use, MOOG will be responsible for storing reusable containers at no cost to OC-ALC.

If a shipping container is damaged during shipment, a replacement container will be provided by MOOG at no cost to OC-ALC.

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SECTION 17 MOOG ROLES AND RESPONSIBILITIES

17.1 Consistent with MOOG roles and responsibilities set forth in the PA Article 4, Section 4.4 the Parties agree to the following: provide clear requirements, specifications, and all other data neccesary for OC-ALC perfomance of the B-2 workload as specified in Exhibit 3.

SECTION 18 OC-ALC ROLES AND RESPONSIBILITIES

18.1 Consistent with the OC-ALC roles and responsibilities set forth in the PA Article 4.0, Section 4.3 the Parties agree to the following: provide clear requirements, specifications, and all other data neccesary for OC-ALC perfomance of the B-2 workload as specified in Exhibit 3.

SECTION 19 PROGRAM MANAGEMENT AND PROGRAM RELATED TRAVEL

19.1 MOOG will approve and fund all OC-ALC Program Management and Program related travel. OC-ALC will provide an annual forecast of Program Management and Program related travel.

SECTION 20 INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR)

20.1 Export Control Requirements: Technical data as defined in the ITAR (22 CFR Parts 120 - 130 et. seq.) or technology as defined in the Export Administration Regulations (15 CFR Parts 730 – 744 et. seq.) of the United States which may be disclosed under this Agreement is subject to U.S. export control laws and regulations. The Parties shall not export, disclose, furnish or otherwise provide any such article, technical data, technology, defense service, or technical assistance to any foreign person or entity, whether within the U.S. or abroad, without compliance with such laws and regulations.

SECTION 21 INSPECTION, ACCEPTANCE, AND CUSTODY EXCHANGE

21.1 Inspection

MOOG reserves the right to inspect repaired assets prior to acceptance.

21.2 Acceptance Criteria

Acceptance is completed upon MOOG receipt and acceptance of serviceable documentation, a signed Certificate of Conformance, and/or other required documentation.

21.3 Criteria for Rejection

Assets that are not accompanied by the appropriate acceptance documentation will be rejected.

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21.4 Acceptance Documentation

Acceptance documentation shall be in accordance with technical repair instructions contained in covered in Exhibit 4, and as mutually agreed upon by the Parties.

21.5 Custody Exchange Process

A Requisition and Invoicing/Shipping Document, DD1149 or similar document, will be used as the official record for the transfer of an asset between the Parties per Exhibit 15.

SECTION 22 SAFETY

22.1 All MOOG personnel present at the OC-ALC are required to comply with all OC-ALC safety and accident prevention requirements. OC-ALC will be responsible for providing training as required for MOOG.

SECTION 23 QUALITY STANDARDS AND COMPLIANCE

23.1 OC-ALC’s Quality Assurance System and Compliance will be in accordance with Article 7 of the Partnering Agreement.

23.2 Quality Audits/Quality Assurance Programs: MOOG and OC-ALC will administer their own internal quality audit and quality investigation programs to objectively assess those factors influencing product quality.

MOOG and OC-ALC, upon request and mutual agreement of both parties, may conduct joint quality related visits. Quality issues that may warrant the performance of a quality audit will be identified and resolved through open communications between the parties rather than through a formal audit process.

23.3 Quality Records and Reporting: OC-ALC will maintain quality records in accordance with applicable OC-ALC policy and procedures. The OC-ALC will provide timely copies of pertinent quality records to MOOG upon written request. Any additional records retention requirements will be mutually agreed upon by the Parties.

23.4 Deficiency Investigations: Upon request and receipt of funding & asset, OC-ALC will perform an engineering investigation into reported deficiencies on a cost reimbursable basis . OC-ALC shall process all assets returned with a deficiency report in accordance with TO 00-35D-54 to confirm and determine root cause of the reported deficiency. Upon completion of the investigation, results will be provided to the MOOG within 5 working days. MOOG shall initially fund investigations per Exhibit 3 prior to OC-ALC accomplishment.

Funding will be adjusted using actual hours upon completion of the work.

23.5 OC-ALC shall develop Corrective Action Plans when performance thresholds (i.e. delivery schedules) are in jeopardy of not being met for other than excusable delays and submit to Moog.

23.6 Warranty Remedy: IAW Article 8 of the PA, OC-ALC’s liability is limited to the OC-ALC’s correction of OC-ALC provided material and workmanship defects and to the cost of OC-ALC rework. Qualifying deficiencies

FOR OFFICIAL USE ONLY Page 14 must be discovered no later than first use or first flight whichever occurs first. Defects reported after first use or first flight are not covered.

SECTION 24 STORAGE

24.1 MOOG will provide storage unless otherwise negotiated by the parties.

SECTION 25 Resolution of Disputes and Disagreements

25.1 Resolution of disputes or disagreements shall comply with Article 15 of the PA. SECTION 26

TERMINATIONS

26.1 Terminations

26.1.1 Terminations and Stop Work shall comply with Article 3 and paragraph 3.4 of the PA. .

SECTION 27 INDEMNIFICATION

27.1 Hold Harmless & Indemnification (10 U.S.C. 2474) (Use this paragraph for Air Force Implementation Agreements) (Any modifications to this section require the written approval of HQ AFMC/JAQ)

(a) If equipment or facilities of a Center of Industrial and Technical Excellence are made available for use in the performance of this IA by MOOGunder the authority of 10 U.S.C. § 2474, in accordance with the requirements of 10 U.S.C. § 2474(e)(2)(B)(i)-(ii), MOOG shall hold harmless and indemnify the United States under this IA, from:

(i) any claim for damages or injury to any person or property arising out of MOOG’s use of the government equipment or facilities; and

(ii) Any liability or claim for damages or injury to any person or property arising out of a decision by the Secretary of the Air Force or the Secretary of Defense to suspend or terminate that use of equipment or facilities during a war or national emergency.

(b) The requirement for MOOG to hold harmless and indemnify the United States under paragraph

(a) does not apply to damages or injury to any person or property:

(i) Arising out of the willful misconduct or gross negligence of the United States Government;

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(ii) in the case of a claim by a purchaser of articles or services that were provided under this IA that damages or injury arose from the failure of the Government to comply with quality, schedule, or cost performance requirements in the contract to provide the articles or services.

(c) Claims by MOOG for relief under the Prime Contract that are caused by OC-ALC's failure to comply with quality, schedule, or cost performance requirements, shall be submitted to the B-2 Program Office as represented by the cognizant Procuring Contracting Officer (PCO) with authority to consider, settle and pay such claims arising under the prime contract. Claims by a PBL Supplier for relief under its contract with MOOG that are caused by the OC-ALC's failure to comply with quality, schedule, or cost performance requirements, shall be submitted to the cognizant MOOG representative with authority to consider, settle, and pay such claims.

SECTION 28 RIGHTS IN ESSENTIAL INFORMATION

28.1The Parties shall comply with Articles 11 and 12 of the PA.

8.2 OC-ALC Use and Disclosure: Upon MOOG request at any time, and in any event upon the completion, termination or cancellation of a DSO, OC-ALC shall return to MOOG all of MOOG’s or its subcontractors' or suppliers' proprietary or restricted data and all data derived there from; unless specifically directed otherwise in writing by MOOG. OC-ALC shall not, without the prior written authorization of MOOG, sell or otherwise dispose of (as scrap or otherwise) any parts or other data containing, conveying, embodying or made in accordance with or by reference to any of the MOOG’s, its subcontractors' or suppliers' proprietary data. Prior to disposing of such parts or data as scrap, OC-ALC shall render them unusable.

28.3 MOOG Use and Disclosure :Upon MOOG request at any time, and in any event upon the completion, termination or cancellation of a DSO, OC-ALC shall return to MOOG all of MOOG’s or its subcontractors' or suppliers' proprietary or restricted data and all data derived there from; unless specifically directed otherwise in writing by MOOG. OC-ALC shall not, without the prior written authorization of MOOG, sell or otherwise dispose of (as scrap or otherwise) any parts or other data containing, conveying, embodying or made in accordance with or by reference to any of the MOOG's, its subcontractors' or suppliers' proprietary data. Prior to disposing of such parts or data as scrap, OC-ALC shall render them unusable

28.4 Data Rights: In accordance with DFARS 252.227-7013(b)(5), Rights in Technical Data – Noncommercial Items and DFARS 252-227-7014(b)(5), Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation, essential data that will be furnished to OC-ALC under a DSO, in which the Government has previously obtained rights, shall be furnished with the pre-existing rights.

OC-ALC shall abide by the rights provided to the Government under FAR and DFARS data rights clauses.

28.5 Disposition: Each DSO shall include disposition instructions for the return and/or destruction of essential data at the completion, termination, or cancellation of a DSO

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28.6 Survivability Clause: The provisions of this article shall survive the performance, completion, termination or cancellation of a DSO/IA.

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EXHIBIT 1 SCHEDULE OF RATES

Rates for Resource Control Center (RCC) will be provided by OC‐ALC to the appropriate MOOG Finance POC (identified in EXHIBIT 7) no later than 6 months prior to start of next fiscal year (FY) and are subject to change as identified in paragraph 5.3. Changes to approved RCC rates will be identified a minimum of 30 days prior to change becoming effective and are only applicable to new T‐jobs opened after effective date of change.

The following rates (excluding direct material) apply to MOOG approved tasks. The rates in this exhibit may be adjusted on an annual basis.

RCC

Moog Actuators

Estimated Labor Rate

FY13

Estimated Labor Rate

FY14

Estimated Labor Rate

FY15

MTAFV $ 132.47 $132.47 $132.47

MTAAV $180.93 $180.93 $180.93

MTAAR $191.82 $171.41 $171.41

Effective Date: FY12

MOOG POC: <Insert Name> OC-ALC POC: <Insert Name>

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EXHIBIT 2 METRICS AND DELIVERABLES

To be mutually agreed upon by the Parties:

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EXHIBIT 3 DEPOT LEVEL REPAIRABLES LIST

Depot Level Repairables to be mutually agreed upon by the Parties and in conjunction with the Depot Source of Repair (DSOR) documentation as well as the Level of Repair Analysis (LORA) will determine the assets for repair.

Nomenclature Part Number Work

Description

Estimated

Hours

NSN

Surface 1 FCAS Actuator B43871-001 Repair 1650-01-376-

Surface 2 FCAS Actuator B43872-001 Repair 1650-01-381-

Surface 3L FCAS

Actuator

B43873-001 Repair 1650-01-376-

Surface 3R FCAS

Actuator

B43877-001 Repair 1650-01-376-

Surface 4 FCAS Actuator B43874-002 Repair 1650-01-420-

Surface 5 FCAS Actuator B43718-001 Repair 1650-01-376-

Surface 6 FCAS Actuator B43876-001 Repair 1650-01-378-

Surface 1 FCAS Actuator B43871-001 Overhaul 1650-01-376-

Surface 2 FCAS Actuator B43872-001 Overhaul 1650-01-381-

Surface 3L FCAS

Actuator

B43873-001 Overhaul 1650-01-376-

Surface 3R FCAS

Actuator

B43877-001 Overhaul 1650-01-376-

Surface 4 FCAS Actuator B43874-002 Overhaul 1650-01-420-

Surface 5 FCAS Actuator B43718-001 Overhaul 1650-01-376-

Surface 6 FCAS Actuator B43876-001 Overhaul 1650-01-378-

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OVERHAUL CLINS

NSN

Yr 1 BEQ Yr 2-5 BEQ

1650-01-376-1088 FW 1 22

1650-01-376-1089 FW 1 32

1650-01-376-1090 FW 1 50

1650-01-376-1091 FW 1 12

1650-01-378-1942 FW 1 50

1650-01-381-3209 FW 1 62

1650-01-420-5488 FW 1 42

REPAIR CLIN

NSN

Yr 1 BEQ Yr 2-5 BEQ

1650-01-376-1088 FW 10 8

1650-01-376-1089 FW 6 12

1650-01-376-1090 FW 8 16

1650-01-376-1091 FW 2 4

1650-01-378-1942 FW 7 16

1650-01-381-3209 FW 10 24

1650-01-420-5488 FW 2 8

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EXHIBIT 4 CERTIFICATE OF CONFORMANCE

The use of this Exhibit to be mutually agreed upon by the Parties

I certify that as of <insert date>, OC-ALChas furnished the supplies/services specified by Implementation Agreement Number <insert number>, which was issued pursuant to <XXX> Purchase Order <insert number>.

All supplies/services provided are of the quality specified and conform to all contract requirements.

Date of Execution: <insert date>

Government Signature:_____________________

Name: <insert name>

P/N: <insert part number> Nomenclature: <insert nomenclature> S/N: <insert serial number> NSN: <insert national stock number if assigned>

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EXHIBIT 5 REPORTING REQUIREMENTS, FORMATS, AND PROCESS

To be mutually agreed upon by the Parties OC‐ALC shall provide MOOG with schedule, quality, and other program related information to support the overall operation of B-2 depot operations. Unless otherwise specified in this IA, OC‐ALC shall provide the required reports to the MOOG designee.

EXAMPLE ONLY: Numbers are notional data, not actual funding amounts.

Monthly Report

Jan Feb Mar Apr May

Available 08 Funds Funds

Expended $100,000 $75,000 $100,000 $50,000 $175,000

$1,000,000

Remaining Funds $900,000 $825,000 $725,000 $675,000 $500,000

Expended Thru 2/29/2008

$500,000

Remaining 08 Funds

EXAMPLE ONLY: Numbers are notional data, not actual funding amounts.

Cumulative Report

Jan Feb Mar Apr May

Available 08 Funds Funds

Expended $100,000 $175,000 $275,000 $325,000 $500,000

$1,000,000

Remaining Funds $900,000 $825,000 $725,000 $675,000 $500,000

Expended Thru 2/29/2008

Remaining 08 Funds

Shop Flow Days

FOR OFFICIAL USE ONLY Page 23

(Repair/Overhaul Turn- Around Time)

Workload Estimated Hours and Turn Time Goal

Nomenclature Repair Turn Time Goal Estimated Hours/Repair

B-2 Flight Control Actuator - Repair XX Days

XX hours/repair XX hour/production support

B-2 Flight Control Actuator - Overhaul XX Days

XX hours/repair XX hour/production support

Shop Flow Time is defined as calendar days from the time the unit arrives and is inducted by the maintenance activity (OKC) until the time the unit is turned in to Moog for packaging and shipment.

Production Report, Monthly

Part Number Qty Carried In Qty Inducted Qty Sold Qty Carried Out

FOR OFFICIAL USE ONLY Page 24

EXHIBIT 6 CONTRACTOR FURNISHED EQUIPMENT / MATERIALS

This Exhibit will contain a list of peculiar tooling, test equipment and support equipment that is provided by the contractor to the OC-ALC to perform the work requirements identified under this IA. It specifies who owns and who is responsible for the calibration and maintenance of the provided items.

Make Model SN Nomenclature Calibration Responsibility

Preventive Maintenance

Remedial Maintenance

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EXHIBIT 7 ADMINISTRATIVE

Add others as applicable

1. POCs for this IA and associated Purchase Orders:

MOOG OC-ALC/XXX OC-ALC/XXX

Larry Lopian Name Name

Project Manager PO Financial Analyst

716.687.4591 Number Number

llopian@moog.com Email address Email address

MOOG OC-ALC/XXX OC-ALC/XXX

Katie McCarthy Name Name

Program Admin Engineer Technical Data

716.687.4754 Number Number

kmccarthy@moog.com E-mail Address E-mail Address

2. POCs for Engineering/Technical Support:

MOOG

Paulo Alexandre

Engineer

716-805-2753 palexandre@moog.com

Ann Cawthard

Technical Data

716.687.4481 acawthard@moog.com

3. Check Delivery Address:

Disbursing Officer

AttnOC-ALC/OBP

Address Bldg 3001 Ste 2AF 63A

City Tinker AFB State OK, Zip 73145

4. Supply Chain Manager

Scott Paul

Military GS Supply Chain Manager

716.687.4523 spaul@moog.com mailto:llopian@moog.com mailto:kmccarthy@moog.com mailto:palexandre@moog.com

FOR OFFICIAL USE ONLY Page 26

5. Return Funds Delivery Address:

Attn: Name

Address

City, State, Zip

6. Technical Data Delivery Address:

Attn: Name

Address

7. Assets to be Repaired Delivery Address:

OC-ALC/XX XXXX

BLDG # and Ph#

Street Address

FOR OFFICIAL USE ONLY Page 27

EXHIBIT 8 ENGINEERING APPROVAL PROCESS

Add this statement to the PWS: OC-ALC to use Command 202 process for request of deviation from technical data. Delete Exhibit 8.

1. OC-ALC shall submit all Nonconforming Technical Assistance Request and Reply (AFMC Form 202) to the MOOG administrator.

2. MOOG will follow their internal process and obtain the engineering disposition from the USAF or other delegated Cognizant Engineering Authority) and document the disposition instructions on the AFMC Form 202, and sign Block 26A of 202.

a. MOOG will enter information in either Block 23A or 23B of AFMC Form 202

(1) Block 23A requires a date NTE 120 days from date on Block 26E and is used as a “blanket” response for all like items (same part number)

(2) Block 23B will be used if response is for only one serialized item. In this case, the item’s serial number should be entered in Block 23B.

FOR OFFICIAL USE ONLY Page 28

EXHIBIT 9 STATEMENT OF WORK, WORK ORDERS, ESSENTIAL INFORMATION

To be mutually agreed upon by the Parties

1. SPECIFIC WORK REQUIREMENTS

1.1 Planning will be done IAW this PWS to include the AFSC and Moog as necessary.

1.2 End Item Identification and Marking: Permanently and legibly mark each overhauled end item with the OC-ALC identification. This identification shall include the contractor's CAGE and the date of overhaul.

The identification shall be permanently affixed to the end item by stamp, stencil, or similar means.

2. REPORTING REQUIREMENTS

2.1 OC-ALC shall monitor the induction and progression of overhaul or repaired items through the OC-ALC facility.

2.2 Shop Flow Days will be as shown in Exhibit 2. OC-ALC POC will notify Moog as soon as possible after identification of any delay.

2.3 Weekly status between Moog and OC-ALC Program Manager shall contain the following;

a. Identification of assets inducted

b. Awaiting parts status

c. Future inductions if applicable

d. Known issues

e. ECD for actions/delays

2.4 Quarterly meetings will be held via WebEx or at Tinker AFB as mutually agreed upon by Moog and the OC-ALC. Agenda will be provided by Moog with input from the OC-ALC. Input must be provided NLT 10 days prior to the scheduled meeting. Minutes will be taken and distributed by Moog NLT 30 days after meeting. The topics may include the following;

a. Funding

b. Schedule of inductions

c. Technical issues

d. Support issues

2.5 OC-ALC shall develop Corrective Action Plans when performance thresholds (i.e. delivery schedules) are in jeopardy of not being met for other than excusable delays and submit to Moog.

2.6 OC-ALC shall also notify Moog of any problems that impact cost, delivery or schedule throughout the period of performance of the IA. OC-ALC POC shall provide notification to Moog POC via email.

2.7 Moog and OC-ALC will negotiate Best Estimated Quantities every quarter and in support of OC-ALC manpower review semi-annually.

2.8

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3. TECHNICAL ORDERS, DIRECTIVES, AND TECHNICAL GUIDANCE

3.1 APPLICABLE TECHNICAL ORDERS

3.1.1 Specific Technical Orders and manufacturer’s specifications for Repair:

Part

Number

Noun Repair Test Configuration

B43871-1 Flight Control

Servoactuator

TO 9H2-4-285-3

Rev0/Chg0

23Aug08

TO 9H2-4-285-3

Rev0/Chg0

23Aug08

TO 9H2-4-285-4

B43872-1 Flight Control

Servoactuator

TO 9H2-4-285-3

Rev0/Chg0

23Aug08

TO 9H2-4-285-3

Rev0/Chg0

B43873-1 Flight Control

TO 9H2-4-285-3

Rev0/Chg0

23Aug08

TO 9H2-4-285-3

Rev0/Chg0

B43874-2 Flight Control

TO 9H2-4-285-3

Rev0/Chg0

23Aug08

TO 9H2-4-285-3

Rev0/Chg0

B43718-1

Flight Control

TO 9H2-4-285-3

Rev0/Chg0

23Aug08

TO 9H2-4-285-3

Rev0/Chg0

B43876-1

TO 9H2-4-285-3

Rev0/Chg0

23Aug08

TO 9H2-4-285-3

Rev0/Chg0

B43877-1 Flight Control

TO 9H2-4-285-3

Rev0/Chg0

23Aug08

TO 9H2-4-285-3

Rev0/Chg0

3.1.2 Specific Technical Orders and manufacturer’s specifications for Overhaul:

Part Number Noun Overhaul Test Configuration

B43871-1 Flight Control

Servoactuator

TO 9H2-4-312-3

TBD*

TO 9H2-4-312-3

TBD*

TO 9H2-4-312-4

TBD*

B43872-1 Flight Control

Servoactuator

TO 9H2-4-313-3

TBD*

TO 9H2-4-313-3

TBD*

TO 9H2-4-313-4

TBD*

B43873-1 Flight Control

Servoactuator

TO 9H2-4-314-3

TBD*

TO 9H2-4-314-3

TBD*

TO 9H2-4-314-4

TBD*

B43874-2 Flight Control

Servoactuator

TO 9H2-4-315-3

TBD*

TO 9H2-4-315-3

TBD*

TO 9H2-4-315-4

TBD*

B43718-1 Flight Control TO 9H2-4-316-3 TO 9H2-4-316-3 TO 9H2-4-316-4

FOR OFFICIAL USE ONLY Page 30

Servoactuator TBD* TBD* TBD*

B43876-1

TO 9H2-4-317-3

TBD*

TO 9H2-4-317-3

TBD*

TO 9H2-4-317-4

TBD*

B43877-1 Flight Control

Servoactuator

TO 9H2-4-314-3

TBD*

TO 9H2-4-314-3

TBD*

TO 9H2-4-314-4

TBD*

* TOs labeled TBD are being worked under separate contract. Until TO development is completed, overhaul will be performed utilizing TO 9H2-4-285-3/-4 and/or other AF approved technical data

3.1.3 General Techncal Orders

TO NUMBER DATE TITLE

00-5-1

20081001 AF Technical Order System

00-5-3 20081101 Technical Order Life Cycle Management

00-35D-54

20070501 USAF Material Deficiency Reporting and Investigating System

3.3 CONTRACTOR DOCUMENTS

The following documents may be used as reference only to supplement the Technical Orders for B-2 Servoactuators.

WI Title WI Number

MCV Assembly/Test WI002790

Pilot Valve Assembly/Test WI002795

Soft Seat Relief Valve WI002789

R&R Valve Assembly/Test WI002810

Check Valve Assembly/Test WI002792

17-390 – Actuator #1 Assembly/Test WI001115

17-391 – Actuator #2 Assembly/Test WI001122

17-392 and 17-403 – Actuators #3L/3R Assembly/Test WI001124

17-393 – Actuator #4 Assembly/Test WI001128

17-394 – Actuator #5 Assembly/Test WI001134

17-401 – Actuator #6 Assembly/Test WI001143

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4. ASSEMBLY PARTS REPLACEMENT REQUIREMENTS

4.1 100% ASSEMBLY PART REPLACEMENT REQUIREMENTS

All components shall be replaced / repaired in accordance with T.O. procedures. Parts replaced 100% are specified in the T.O.

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EXHIBIT 10 PROPRIETARY INFORMATION DISCLOSURE AGREEMENT

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EXHIBIT 11 SCHEDULE OF FUNDING

To be mutually agreed upon by the parties. See section six (6) of this IA.

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EXHIBIT 12 INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR) / TECHNICAL ASSISTANCE

AGREEMENTS (TAA)

Use this Exhibit for any additional requirements or clarification identified in Section 20. If not used, mark

“RESERVED”.

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EXHIBIT 13 GOVERNMENT PROVIDED FACILITIES USE AGREEMENT

The OC-ALC shall provide necessary facilities to include floor space and access to contractor personnel for the purposes of providing technical assistance or support as required in performance of this IA or to observe any defined activities.

Details to be mutually agreed upon by the Parties

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EXHIBIT 14 MATERIAL SUPPORT PROCESS

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EXHIBIT 15 CUSTODY EXCHANGE DOCUMENTATION

The OC_ALC shall requisition and return all material directly through the Moog representative via email and/or agreed upon forms.

DD1149 or equivalent.

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EXHIBIT 16 BEST ESTIMATED QUANTITIES

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ATTACHMENT 1 – PARTNERING AGREEMENT

(Note: The PA document is embedded for those instances when a section is referred to within this IA document)

FOR OFFICIAL USE ONLY Page 40

ATTACHMENT 2 – ACRONYM LISTING

FOR OFFICIAL USE ONLY Page 41

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