Atch-2_H-Clauses_CY16.doc

SECTION H - SPECIAL CONTRACT REQUIREMENTS

C2ISR H001- MQ-1/MQ-9 FLEXIBLE SUSTAINMENT PROCEDURES FOR ANNUAL FLYING HOUR ADJUSTMENTS (Nov 2012)

(a) The basic negotiated cost and fee amounts of this contract are based on flight hour (FH) requirements as levied by the lead command set forth in Attachment 1, Performance Work Statement, dated 10 Dec 2014, table 1.1. In the event actual flying hours for a given year differ by more than 5% (higher or lower) from anticipated levels, the parties shall negotiate an upward or downward adjustment to the estimated agreed upon cost and fee amounts of this contract. Any upward adjustment must be accompanied by a funded modification. Contracted FHs shall not be increased without a funded modification to increase FH. Negotiated COM is TBN and FEE is TBN and shall be changed as shown in (e) for any adjustments.

(b) The following CLINs are subject to this flight hour adjustment:

Cost Per

DEPOT REPAIR CLIN

Flight Hours Flight Hour(CPFH) CLIN Total

000x (MQ-1 CONUS) 23,004

$ TBD

$ TBD

000x (MQ-1 OCONUS) 145,635

$ TBD

$ TBD

000x (MQ-9 CONUS) 27,509

$ TBD

$ TBD

000x (MQ-9 OCONUS) 122,056

$ TBD

$ TBD

(c) The parties will make an assessment to determine if an adjustment is appropriate no later than 31 August 2016. The cost and fee for a given contract year may be assessed and adjusted no more than twice per year, if warranted under the terms of this clause. This assessment will be based on actual flight hours to date and a projection of the fleet performance remaining for the given fiscal year. Any adjustment pursuant to this clause shall be negotiated and made binding via a bi-lateral modification.

(d) An example of a proposed FH adjustment mod under this clause is as follows: In July of the given contract year, FHs for MQ-1 CONUS are estimated to change from 15,000 FHs to 14,000 FHs, based on actual hours flown and projected FHs for the rest of the given contract year. Since the resultant change is a 1,000 FH decrease, or a 6.6% decrease, then the FHA clause is applicable.

Therefore the decrease shall be as follows:

FROM:

DEPOT REPAIR CLIN Flight Hours Cost Per Flight Hour CLIN Total

0007 (MQ-1 CONUS) 15,000 $ 1685.64 $25,284,673.31

TO:

DEPOT REPAIR CLIN Flight Hours Cost Per Flight Hour CLIN Total

0007 (MQ-1 CONUS) 14,000 $ 1685.64 ` $23,598,960.00

A decrease of $1,685,713.31 for CLIN 007.

(e) As a result of the above CLIN 0007 fee shall be changed in schedule B as follows:

FROM:

CLIN Estimated Cost Fee(8.5%) Total

0007 $ 23,316,997(includes COM) $1,967,676 $25,284,673.31

TO:

CLIN Estimated Cost Fee(8.5%) Total

0007 $21,762,470.62(Includes COM) $1,836,489.38 $23,598,960.00

Estimated Cost above includes Cost Of Money. To compute revised estimated cost and fee, take fee ($1,967,676) and multiply by change in flight hours percentage (in this example 6.6%). Then subtract reduction. In this example fee is reduced from $1,967,676 to $1,836,896.38 a total reduction of $131,186.62 ($1,967,676 multiplied by 6.6%). To get revised estimated cost ($21,762,470.62), subtract revised fee($1,836,489.38) from revised total cost ($23,598,960.00).

C2ISR H002- MQ-1/MQ-9 RELIABILITY AND MAINTAINABILITY (R&M) ENHANCEMENT

PROCEDURES (CLIN 0005) (December 2012)

1. This clause establishes procedures for defining and authorizing reliability and maintainability (R&M) projects in accordance with SOW paragraph 1.4.Reliability and Maintainability (R/M) Enhancements. These projects shall be accomplished under CLIN 0005.

2. The Contractor and the 703 AESG/Det 3 MQ-1 Lead Engineer will jointly develop a list of potential R&M projects. This working list will include rough order of magnitude (ROM) estimates for each project and a thorough description of the tasks required to complete the project. 703 AESG/Det 3 and the Contractor will coordinate on the project task descriptions and the 703 AESG/Det 3 MQ-1 Lead Engineer will prioritize the projects to determine over the course of the contract period of performance which projects are viable R&M candidates. The project description shall also include a project schedule to completion and anticipated end result. R&M projects should not include any significant material costs or engineering releases.

3. The prioritized list of projects with ROM and schedule shall be submitted to the WIILR Lead Program Manager for review and approval.

4. When projects are approved (ACB process); a letter RFP will be released with details on completing a proposal. Work will begin once a modification is awarded.

5. Upon completion of the project the Contractor shall provide a presentation of the findings to the US Government.

C2ISR H003- RPV SYSTEMS REPAIRS (DECEMBER 2012)

(a) Definitions.

"Minor Damage/Repair" as used in this contract, means mishap/battle damage repair estimated at or below $350,000 per aircraft.

"Major Damage/Repair" as used in this contract, means mishap/battle damage repair estimated above $350,000 per aircraft.

(b) Repair estimate. Immediately upon receipt of a Mishap damaged aircraft, the contractor shall determine whether or not the repair will be minor or major. A minor repair will be inducted into Depot Repair with no further evaluation. If an aircraft is determined to have major damage, the contractor will develop a repair estimate. The estimate shall include required structural repairs, missing parts and recommended replacement parts. The estimate shall be submitted to WIID and WII-Det 3, 703 AESG product assurance for evaluation and concurrence.

(c) Minor Damage. For all aircraft that are categorized as having minor damage, the contractor shall repair pursuant to Paragraph 4.5.2, Depot Repair, in the Statement of Work (SOW) attached hereto as Attachment 1.

(d) Major Damage. For all aircraft that are categorized as having major damage and determined not to be beyond economic repair (BER), the contractor shall submit a proposal To Be Negotiated (TBN) under this contract as an individual modification. The contractor shall not commence work on aircraft with major mishap/battle damage repair under subject contract without formal direction/award of modification from the contracting officer.

(e) The Contractor agrees to be bound by the operating procedures contained in the combined regulation entitled "Contractors' Flight and Ground Operations" in effect on the date of contract award.

(f) The contract is subject to equitable adjustment as defined in paragraph (d) above only when the Contractor is not held liable for the sustained damage under the Government Property clause or "Contractor's Flight and Ground Operations" (DCMA INST 8210.1).

(g) In determining the amount of equitable adjustment in the fee, the Contracting Officer will consider any fault of the Contractor, its employees, or any subcontractor that materially contributed to the damage, loss, or destruction.

(h) Failure to agree on any adjustment shall be a dispute concerning a question of fact within the meaning of the Disputes clause of this contract.

( i) Any modifications to this contract, as a result of this clause, shall be accomplished by Supplemental Agreement. All other terms and conditions of this Delivery Order shall remain in full effect.

C2ISR H004- MQ-1/MQ-9 Contractor Logistics Support (CLS) Field Service Representative (FSR) Support Adjustments Adjustments to the FSR Requirements table will be accomplished via Procuring Contracting Officer Letter (PCOL). The most recent and accurate FSR table shall be published with any PWS change.

C2ISR H005- MQ-1/MQ-9 Contractor Logistics Support (CLS) CY12- Sponsorship at Yuma

The Contractor is authorized to obtain test support/services from Major Range and Test Facility Base (MRTFB) installations as government-furnished services at the government established rate.

C2ISR H006- END ITEMS BEYOND ECONOMICAL REPAIR

(a) "Economically Reparable End Items" are defined as end items which can be restored to a serviceable condition in accordance with applicable requirements, when costs of repair will not exceed 75% unless otherwise directed of the Stock List Price specified in the contract. If the Contractor estimates the total cost of the repair and/or overhaul of any end item received will exceed the above percentage of the Stock List Price, the Contractor shall promptly notify the Administrative Contracting Officer in writing and shall not perform further services on any such items except at the direction of the Administrative Contracting Officer. Upon receipt of the written notification that a particular item is not reparable, the Contractor shall dispose of the unit in the manner directed by the Administrative Contracting Officer.

(b) The Procuring Contracting Officer may authorize the Contractor, through the Administrative Contracting Officer, to exceed the percentage of the Stock List Price in subparagraph (a) above when an item is in critical supply status.

C2ISR H007- BASE SUPPORT - ALTERNATE I / ALTERNATE II

Base support shall be provided by the Government to the Contractor in accordance with this clause. Failure by the Contractor to comply with the requirements of this clause shall release the Government, without prejudice, from its obligation to provide base support by the date(s) required. If warranted, and if the Contractor has complied with the requirements of this clause, an equitable adjustment shall be made if the Government fails to provide base support by the date(s) required.

(a) Base support includes Government-controlled working space, material, equipment, services (including automatic data processing), or other support (excluding use of the Defense Switched Network (DSN)) which the Government determines can be made available at, or through, any Air Force installation where this contract shall be performed. All Government property in the possession of the Contractor, provided through the base support clause, shall be used and managed in accordance with the Government Property clauses.

(b) The Air Force installations providing the support shall be listed in subparagraph (e), and the Government support to be furnished by each installation under this contract shall be listed in subparagraph (f).

(c) Unless otherwise stipulated in the contract schedule, support shall be provided on a nocharge- for-use basis and the value shall be a part of the Government's contract consideration.

(d) The Contractor agrees to immediately report (with a copy to the cognizant CAO) inadequacies, defective Government-Furnished Property (GFP) or non-availability of support stipulated by the contract schedule, together with a recommended plan for obtaining the required support. The Government agrees to determine (within 10 workdays) the validity and extent of the involved requirement and the method by which it shall be fulfilled (e.g., purchase, rental, lease, GFP, etc.). Facilities shall not be purchased under this clause. Additionally, the Contractor (or authorized representative) shall not purchase, or otherwise furnish any base support requirement provided by the clause (or authorize others to do so), without prior written approval of the Contracting Officer regarding the price, terms, and conditions of the proposed purchase, or approval of other arrangements.

(e) Following are installations where base support will be provided as needed:

MQ-1: Creech AFB NV; Nellis AFB, NV; Cannon AFB, NM; March ARB, C; California ANG; Davis-Monthan AFB AZ; Ft Huachuca AZ; Hector Field ND ANG; Grand Forks AFB, ND; Ellington ANG TX; Fort Polk LA; Springfield, OH ANG; Holloman AFB NM; Whiteman AFB MO; Grey Butte CA; China Lake NAWS CA, Hurlburt Field, FL.

MQ-9: Creech AFB, N; Sheppard AFB, TX; Hancock Field NY Air National Guard; Fort Drum Air National Guard NY; Cannon AFB, NM; Tennessee, ANG; Pennsylvania ANG; Michigan ANG; Holloman AFB, NM; Grey Butte, CA; China Lake NAWS, CA, Ellsworth AFB, SD, Nashville, TN, as needed.

(f) The Government support to be furnished under this contract is work space (including utilities, offices and desks for the Site Manager/Team Leader and each FSR, 2 LAN connections for the Site Manager, 6 LAN connections for the FSR team, electrical outlets, Class A and C telephone lines, 3 phone lines for the Site Manager/Team Lead office, 4 phone lines for the general work area, 2 phone lines for general FAX machines); flightline transportation for maintenance support; emergency medical services treatment and emergency patient transportation (reimbursement for such services is due to the USAF within 60 calendar days after receipt of government invoice); Composite Tool Kits for maintenance, special training required on operations, facilities and equipment necessary to support CLS requirements; safety equipment or specialized clothing/equipment required to operate on the Creech AFB flightline and hanger areas during all work-shifts and weather conditions; radios to ensure accessibility to squadron personnel and to monitor ground and inflight activities; access to unit recurring reports/analysis and other key data not directly accessible via CAMS/REMIS (e.g. FOD reports, safety reports, maintenance plans, flying schedules, MAJCOM QPM data, etc); direction for involvement/responsibilities during local exercises; vehicle passes, decals for privately owned vehicles, and parking passes to ensure unrestricted access to the base and required facilities; USAF Restricted Area Badges if required for unescorted entry to flightline and other restricted areas necessary to accomplish assigned tasks; authorization to take photographs during the performance of their duties (subject to compliance with base security directives); postal services support through the Base Information Transfer System (BITS) for mail that is addressed to or from a government agency and generated as a result of the CLS contract; security forces and fire protection support; temporary storage facilities and disposal for hazardous chemicals and waste generated and accumulated in the course of logistics support activities (the company will comply with applicable regulations on storage and disposal of hazardous waste); authorized use of base Morale, Welfare, and Recreation facilities on an as-available non-interference basis per AFI 34-262, Table A-2.2, priority 19; security passes and identification (line badges) for unrestricted access to the Creech AFB flightline and hangar areas; training or training course material for applicable base directive and procedures while operating on base; access to Top Secret Working Area work areas during normal and other than normal duty hours to support CLS requirements; and keys to gain access to work areas (the contractor shall implement key control procedures to ensure keys issued are properly safeguarded and not used by unauthorized personnel).

Alternate I -- Add the following paragraph (g) to the basic clause:

(g) When this contract is a cost, cost-reimbursement, time-and-materials, or labor hour contract, the Contractor agrees that in the performance of this contract or any major subcontract no direct or indirect costs for property will be incurred if the Government determines that property is available at, or through any Air Force installation where this contract shall be performed. Only the prior written approval of the Contracting Officer can relieve the Contractor from this restriction.

Alternate II -- Substitute the following paragraph (f) for paragraph (f) of the basic clause:

(f) The Contractor agrees to request written authorization from the Contracting Officer for support not later than 90 days before the required in-place dates at each Air Force installation, and immediately for any required changes. The Contracting Officer shall issue timely written authorization in response to a Contractor's request. Concurrently send support authorization to the Administrative Contracting Officer or to the contract administration office if redelegated to the Air Force installation where the support is provided.

C2ISR H008-DEPLOYMENT COMPENSATION PAY (DEC 2014)

The following percentages are authorized for deployed locations using the following calculations: Hours * Base Rate = Base Pay * Deployment Compensation Percentage = Total Pay * Fringe * OH * G&A * FCCM G&A = Total

DP Site# GA-ASI Deployment Compensation Pay

DP-31 50%

DP-25 55%

DP-14 80%

C2ISR H055- INSURANCE CLAUSE IMPLEMENTATION (FEB 2003)

The Contractor shall obtain and maintain the minimum kinds and amounts of insurance during performance of this contract as specified by FAR 28.307-2, Liability, and contemplated by FAR 52.228-5, Insurance--Work on a Government Installation, and/or 52.228-7, Insurance--Liability to Third Persons.

C2ISR H059- APPLICATION FOR EQUIPMENT FREQUENCY AUTHORIZATION (FEB 2003)

The Contractor must ensure that radio frequencies are available to support electromagnetic radiating devices in their intended environment and that adequate protection from interference can be provided to receiving devices. Accordingly, the Contractor shall submit DD Form 1494, Application for Equipment Frequency Allocation, in triplicate to the buyer at the issuing office indicated on the cover of this document within 45 days after contract award. Instructions for preparing the form are contained in AFI 33-118, Radio Frequency Spectrum Management, and on the form itself. The DD Form 1494 will be routed through the Administrative Activity Quality Control Office indicated on the cover of the form in accordance with AFI 33-118. Upon verification of frequency requirements, the Contractor shall submit, if required, information to prepare a "Standard Frequency Action Format (SFAF) Request" to the person and address specified above. Instructions for preparing an SFAF are contained in AFI 33-118. Attention is directed to DFARS 252.235-7003, Frequency Authorization.

C2ISR H063- CONTRACTOR IDENTIFICATION (FEB 2003)

(a) Contractor personnel and their subcontractors must identify themselves as Contractors or subcontractors during meetings, telephone conversations, in electronic messages, or correspondence related to this contract.

(b) Contractor-occupied facilities (on AFMC or other Government installations) such as offices, separate rooms, or cubicles must be clearly identified with Contractor supplied signs, name plates or other identification, showing that these are work areas for Contractor or subcontractor personnel.

C2ISR H081- INCORPORATION OF SUBCONTRACTING PLAN (FEB 2003)

In accordance with FAR 52.219-9, Small Business Subcontracting Plan, the Master Subcontract Plan for 1 Jan 2015 through 31 Dec 2015, dated 25 September 2012, contained in this contracted incorporated herein by reference. The Small Business goal is 4.03%. The Small Disadvantage Business goal is .10%, Small Woman Owned Business goal is .53%, Veteran-owned Small Business goal is 0.88%. The Service -Disabled Veteran-Owned small business goal is 0.04%. The HUBzone small business goal is 0.0%. The small disadvantaged business goal is 0.10%.

C2ISR H085- SEGREGATION OF COSTS (FEB 2003)

The Contractor shall segregate all costs associated with CLIN 0001-0028 of this contract from the costs associated with the other CLINs of this contract.