CAMMO_Notional_Section_H_ver_1_0.pdf

CAMMO Notional Section H Clauses Page 1 of 15

CAMMO Notional Section H Clauses 1

Table of Contents 2

PART I – THE SCHEDULE .......................................................................................................... 2 3

H001 ADVANCE CHANGE ADJUSTMENT AGREEMENT.................................................... 2 4

H002 ENABLING CLAUSE FOR GOVERNMENT PROGRAM CONTRACTS REQUIRING 5

INTERFACE WITH AEROSPACE FFRDC CONTRACT SUPPORT ........................................ 2 6

H003 ENABLING CLAUSE BETWEEN PRIME CONTRACTORS AND SERVICE 7

CONTRATORS .............................................................................................................................. 4 8

H004 SPECIAL STUDIES ............................................................................................................ 6 9

H005 FACTORY COMPATIBILTY TESTING (FCT) ................................................................ 8 10

H006 PARTNERING WITH GOVERNMENT ORGANIC DEPOTS......................................... 9 11

H007 RELEASABILITY UNDER THE FREEDOM OF INFORMATION ACT ..................... 11 12

H008 SMALL BUSINESS UTILIZATION REQUIREMENT .................................................. 12 13

H009 TAXES, CUSTOMS, AND DUTIES ................................................................................ 13 14

ATTACHMENT X, FACTORY TESTING COMPATABILTY MENU .................................... 15 15

CAMMO Notional Section H Clauses Page 2 of 15

PART I – THE SCHEDULE 18

SECTION H: SPECIAL CONTRACT REQUIREMENTS 19

H001 ADVANCE CHANGE ADJUSTMENT AGREEMENT 21

All proposed changes pursuant to the "Changes" clause which do not exceed an estimated adjustment 23 amount of $25,000 (absolute value) and which also do not affect the contract delivery or performance 24 schedules, shall be deemed to be changes having no effect on the contract total estimated price. 25

H002 ENABLING CLAUSE FOR GOVERNMENT PROGRAM CONTRACTS REQUIRING 27

INTERFACE WITH AEROSPACE FFRDC CONTRACT SUPPORT 28

(a) This contract covers part of the Range and Network (RN) program which is under the general program 30 management of the Air Force Space and Missile Systems Center (SMC). The Air Force has entered into a 31 contract with The Aerospace Corporation, a California nonprofit corporation operating a Federally 32 Funded Research and Development Center (FFRDC), for the services of a technical group that will 33 support the DoD/U.S. Government program office by performing General Systems Engineering and 34 Integration, Technical Review, and/or Technical Support including informing the commander or director 35 of the various Department of Defense ("DoD") organizations it supports and any U.S. Government 36 program office of product or process defects and other relevant information, which, if not disclosed to the 37 U.S. Government, could have adverse effects on the reliability and mission success of a U.S. Government 38 program. 39

(1) General Systems Engineering and Integration (GSE&I) deals with overall system definition; 41 integration both within the system and with associated systems; analysis of system segment and 42 subsystem design; design compromises and tradeoffs; definition of interfaces; review of hardware 43 and software, including manufacturing and quality control; observation, review and evaluation of 44 tests and test data; support of launch, flight test, and orbital operations; appraisal of the 45 contractors' technical performance through meetings with contractors and subcontractors, 46 exchange and analysis of information on progress and problems; review of plans for future work; 47 developing solutions to problems; technical alternatives for reduced program risk; providing 48 comments and recommendations in writing to the applicable DoD System Program Manager 49 and/or Project Officer as an independent technical assessment for consideration for modifying the 50 program or redirecting the contractor's efforts; all to the extent necessary to assure timely and 51 economical accomplishment of program objectives consistent with mission requirements. 52

(2) Technical Review (TR) includes the process of appraising the technical performance of the 54 contractor through meetings, exchanging information on progress and problems, reviewing 55 reports, evaluating presentations, reviewing hardware and software, witnessing and evaluating 56 tests, analyzing plans for future work, evaluating efforts relative to contract technical objectives, 57 and providing comments and recommendations in writing to the applicable Air Force Program 58 Manager as an independent technical assessment for consideration for modifying the program or 59 redirecting the contractor's efforts to assure timely and economical accomplishment of program 60 objectives. 61

(2) Technical Support (TS) deals with broad areas of specialized needs of customers for planning, 63 system architecting, research and development, horizontal engineering, or analytical activities for 64 which The Aerospace Corporation is uniquely qualified by virtue of its specially qualified 65 personnel, facilities, or corporate memory. The categories of TS tasks are: Selected Research, 66 Development, Test and Evaluation; Plans and System Architecture; Multi-Program Systems 67 Enhancement; International Technology Assessment; and Acquisition Support. 68

CAMMO Notional Section H Clauses Page 3 of 15

(b) In the performance of this contract, the contractor agrees to cooperate with The Aerospace 70 Corporation by: 71

1) responding to invitations from authorized U. S. Government personnel to attend meetings; 73

2) by providing access to technical information and research, development planning data such as, 75 but not limited to, design and development analyses, test data and results, equipment and process 76 specifications, test and test equipment specifications and procedures, parts and quality control 77 procedures, records and data, manufacturing and assembly procedures, and schedule and 78 milestone data, all in their original form or reproduced form and including top-level life cycle 79 cost data, where available; 80

3) by delivering data as specified in the Contract Data Requirements List; 82

4) by discussing technical matters relating to this program; 84

5) by providing access to contractor facilities utilized in the performance of this contract; and 86

6) by allowing observation of technical activities by appropriate technical personnel of The 88

Aerospace Corporation. The Aerospace Corporation personnel engaged in GSE&I, TR, and/or TS 89 efforts: 90

(i) are authorized access to all such technical information (including proprietary information) 92 pertaining to this contract and may discuss and disclose it to the applicable DoD personnel 93 in a program office; 94

(ii) are authorized to discuss and disclose such technical information (including proprietary 96 information) to the commander or director of the various DoD organizations it supports and 97 any U.S. Government personnel in a program office which, if not disclosed to the U.S. 98 Government, could have adverse effects on the reliability and mission success of a U.S. 99 Government program; and 100

(iii) Aerospace shall make the technical information (including proprietary information) 102 available only to its Trustees, officers, employees, contract labor, consultants, and attorneys 103 who have a need to know. 104

(c) The contractor further agrees to include in all subcontracts a clause requiring compliance by 106 subcontractor and supplier and succeeding levels of subcontractors and suppliers with the response and 107 access and disclosure provisions of this Enabling Clause, subject to coordination with the contractor, 108 except for subcontracts for commercial items or commercial services. This agreement does not relieve the 109 contractor of its responsibility to manage the subcontracts effectively and efficiently nor is it intended to 110 establish privity of contract between the Government or The Aerospace Corporation and such 111 subcontractors or suppliers, except as indicated in paragraph (d) below. 112

(d) The Aerospace Corporation shall protect the proprietary information of contractors, subcontractors, 114 and suppliers in accordance with the Master Non-disclosure Agreement The Aerospace Corporation 115 entered into with the Air Force, a copy of which is available upon request. This Master Non-disclosure 116 Agreement satisfies the Nondisclosure Agreement requirements set forth in 10 U.S.C. §2320 (f)(2)(B), 117 and provides that such contractors, subcontractors, and suppliers are intended third-party beneficiaries 118 under the Master Non-disclosure Agreement and shall have the full rights to enforce the terms and 119 conditions of the Master Non-disclosure Agreement directly against The Aerospace Corporation, as if 120 they had been signatory party hereto. Each such contractor, subcontractor, or supplier hereby waives any 121 requirement for The Aerospace Corporation to enter into any separate company-to-company 122 confidentiality or other non-disclosure agreements. 123

CAMMO Notional Section H Clauses Page 4 of 15

(e) Aerospace shall make the technical information (including proprietary information) available only to 125 its Trustees, officers, employees, contract labor, consultants, and attorneys who have a need to know, and 126 Aerospace shall maintain between itself and the foregoing binding agreements of general application as 127 may be necessary to fulfill their obligations under the Master Non-disclosure Agreement referred to 128 herein, and Aerospace agrees that it will inform contractors, subcontractors, and suppliers if it plans to use 129 consultants, or contract labor personnel and, upon the request of such contractor, subcontractor, or 130 supplier, to have its consultants and contract labor personnel execute non-disclosure agreements directly 131 therewith. 132

(f) The Aerospace Corporation personnel are not authorized to direct the contractor in any manner. The 134 contractor agrees to accept technical direction as follows: 135

(1) Technical direction under this contract will be given to the contractor solely by SMC. 137

(2) Whenever it becomes necessary to modify the contract and redirect the effort, a change order 139 signed by the Contracting Officer or a Supplemental Agreement signed by both the Contracting 140 Officer and the contractor will be issued. 141

* Cost data is defined as information associated with the programmatic elements of life cycle (concept, 143 development, production, operations, and retirement) of the system/program. As defined, cost data differs 144 from "financial" data, which is defined as information associated with the internal workings of a 145 company or contractor that is not specific to a project or program. 146

H003 ENABLING CLAUSE BETWEEN PRIME CONTRACTORS AND SERVICE 148

CONTRATORS 149

(a) The Air Force has entered into contracts with the following contractors, but not limited to: Tecolote, 151 new SMC/RN SE&I prime and subcontractors, Quantech, Wing Information and Communications 152 Support (WICS) Contractor, and Infinity System Engineering for services to provide general systems 153 engineering and integration (GSE&I), technical support, technical review, and acquisition management 154 support. 155

(b) Service tasks involve the application of a broad range of education, skills, knowledge, and experience 157 in many disciplines in support of weapon system acquisition tasks. Tasks may involve: 158

(1) GSE&I may include overall system definition; integration both within the system and with 160 associated systems; analysis of system segment and subsystem design; analysis of design 161 compromises and tradeoffs; definition of interfaces; review of hardware and software, including 162 manufacturing and quality control; observation, review, and evaluation of tests and test data; 163 support of launch, flight test, and orbital operations; appraisal of the Contractors’ technical 164 performance through meetings with Contractors and subcontractors; exchange and analysis of 165 information on progress and problems; review of plans for future work; developing solutions to 166 problems; technical alternatives for reduced program risks; providing comments and 167 recommendations in writing to the DoD System Program Manager and/or Project Officer as an 168 independent technical assessment for consideration for modifying the program or redirecting the 169 Contract’s efforts; all to the extent necessary to assure timely and economical accomplishment of 170 program objectives consistent with mission requirements. 171

(2) Technical Support (TS) may include broad areas of specialized needs of customers for planning, 173 system architecting, researching and development, horizontal engineering, or analytical activities. 174 The categories of TS tasks are: Selected Research, Development, Test and Evaluation, Plans and 175 System Architecture; Mission Oriented Investigation and Experimentation, Multi-Program 176

CAMMO Notional Section H Clauses Page 5 of 15

Systems Enhancement; Engineering Methods, International Technology Assessment, and 177 Acquisition Support. 178

(3) Technical Review (TR) may include the process of appraising the technical performance of the 180 Contractor through meetings, exchanging information on progress and problems, reviewing 181 reports, evaluating presentations, reviewing hardware and software, witnessing and evaluating 182 test, analyzing plans for future work, evaluating efforts relative to technical objectives, and 183 providing comments and recommendations in writing to the Air Force Program Manager as an 184 independent technical assessment for consideration for modifying the program or redirecting the 185 contracts’ efforts to assure timely and economical accomplishment of program objectives. 186

(4) Acquisition management support may include review, development, report and staffing of 188 strategic plans and strategies, source selection plans, Statement of Works, Statement of 189 Objectives, Contract Data Requirements Lists, requirements and compliance documents, 190 system/subsystem concepts, Requests for Proposal, industry notices, presentations to industry, 191 test plans and procedures, and studies and analyses. Further, acquisition management support 192 includes providing advices and assistance on independent Program Assessments, risk 193 assessments, source selections, proposal evaluations, market research, recommendations for 194 streamlining and improving acquisition processes, supporting management of the execution of 195 acquisition programs, review and analysis of prime and subcontractor technical performance, cost 196 and technical performance, cost and schedule data, analyses for compliance with policy, law, 197 directives, regulations, requirements, standards, and executive orders, advice on space policy, 198 collecting and developing acquisition lessons learned, and providing training and course materials 199 for Government and Contractor personnel. 200

(c) In the performance of this contract, the Contractor agrees to cooperate with Telecote, Mitre, new 202 SMC/RN SE&I prime and subcontractors, Quantech, WICS contractor, and Infinity Engineering 203 Solutions, by: responding to invitations from authorized personnel to attend meetings; by providing 204 access to technical information and research, development planning data such as, but not limited to, 205 design and development analyses, test data and results, equipment and process specifications, test and 206 test equipment specifications and procedures, parts and quality control, procedures, records and data, 207 manufacturing and assembly procedures, and cost, schedule, milestone data – all in their original form 208 or reproduced form; by delivering data as specified in the access to Contractor facilities utilized in the 209 performance of this contract, and by allowing observation of technical activities by appropriate 210 technical personnel. The personnel engaged in general systems engineering and integration effort are 211 authorized access to any technical information pertaining to this contract. 212

(d) The Contractor further agrees to include in each subcontract over $1 million or 10% of prime 214 contract value, whichever is less, a clause requiring compliance by a subcontractor and succeeding 215 levels of subcontractors with the response and access provision of paragraph (c) above, subject to 216 coordination with the Contractor. This agreement does not relieve the Contractor of responsibility to 217 manage subcontractors effectively and efficiently, nor is it intended to establish privy of contracts 218 between the Government or service Contractor(s) and subcontractors. For the purpose of this clause, 219 the team subcontractors includes inter-divisional Work Transfer Agreement (IWTA) partners and 220 other divisions of the prime. 221

(e) Service Contractor personnel are not authorized to direct a Contractor in any manner. 223

(f) Service contracts contain an organizational conflict of interest clause that requires the service 225 Contractors to protect the data and prohibits the service Contractors from using the data for any 226 purpose other than that for which the data was presented. 227

CAMMO Notional Section H Clauses Page 6 of 15

(g) Neither the Contractor or the subcontractor shall be required in the satisfaction of the 229 requirements of this clause to perform any effort or supply any documentation not otherwise required 230 by their contract or subcontract. 231

H004 SPECIAL STUDIES 233

(a) The Government shall have the right, from time to time, during the period of performance of this 235 contract to acquire Special Studies. 236

(b) The scope of special studies includes, but is not limited to, efforts relating to both legacy and future 238 AFSCN programs, as well as, potentially complementary space, ground, and user segments of other space 239 systems. Completing such efforts may include, but is not limited to, performing tasks such as assessing 240 changing/evolving requirements, evaluating impacts of System and Segment issues, architecture analysis, 241 providing cost/engineering trades on objective system design and requirements changes, analyzing 242 capability insertion program requirements, architecture, costs, schedules, risks, and capabilities to be 243 matured, and calculating life cycle costs. 244

(c) The Contracting Officer shall issue a request for proposal for each effort, to include description of 246 requirements, Statement of Work (SOW), or Statement of Objectives (SOO). Upon receipt, the 247 Contractor shall submit to the Government a proposal to include at a minimum, a description of how the 248 Contractor proposes to accomplish the effort, SOW, a proposed schedule for accomplishing the effort, the 249 number of hours required for effort completion, a basis of estimate to adequately support the number of 250 proposed hours, the total estimated cost plus fixed fee (CPFF), and the period of performance. 251

(d) Each effort to be performed shall be directed by the Contracting Officer, using Standard Form 30, as a 253 modification. In general, these modifications will be bilateral as completion of effort. But, the 254 Government reserves the right to issue unilateral modifications on a level of effort basis. 255 Such contract modifications shall: 257

(1) Establish the objective(s) of the support to be accomplished; 259

(2) Establish a CLIN under 6000 series CLINs; 261

(3) Establish the maximum number of hours required to complete this effort; 263

(4) Establish the agreed to total cost plus fixed fee amount; 265

(5) Establish delivery requirements, e.g. final reports, CDRL delivery, as required. 267

(6) Incorporate Statement of Work or Statement of Objectives for the Special Study under Section J, 269

Attachment 7; and 270

(7) Establish a period of performance for the effort. 272

(e) For unilateral modifications, commencement of work by the contractor on the Contracting Officer 274 directed study shall constitute agreement to all the unilateral modification and agreements that such effort 275 is within scope of the contract. 276

(f) In no event shall the Contractor exceed the labor hours, total estimated CPFF, or period of 278 performance authorized in each individual effort without written approval by the Government. For 279 completion efforts, increased labor hours authorized by the Government shall be non-fee-bearing, unless 280

CAMMO Notional Section H Clauses Page 7 of 15 the scope is increased to include new effort, in which case the process outlined in paragraph (c) above 281 shall be followed. 282

(e) A cumulative total of 70,000 hours are available. 284

(g) Special Study Hours as identified in the table under paragraph (x) below lists the negotiated fully 286 burden hourly rates broken out by each fiscal year. These rates are considered to be wrap rates that are 287 fully burdened, exclusive of fee, and include an overall skill mix representative of the type of work to be 288 performed under the authority of this clause. A fully burdened rate includes all direct and indirect costs 289 supporting the hourly rates, with the exception of Other Direct Costs (ODCs), which are priced separately 290 under CLINs 1501, 1601, 1701, 1801, 1901, 2001, and 2101. If ODCs are required to perform the effort, 291 the estimated ODCs shall be segregated in the Contractor's proposal for recognition and review. ODCs 292 may include items such as materials, supplies, and travel. No fixed fee will be applied to ODCs. Efforts 293 will be priced by multiplying the number of hours authorized by the hourly rate below corresponding to 294 the fiscal year in which the effort was directed, and adding the estimated ODCs, if applicable. 295

(h) The Contractor will not be required to certify the hourly rates as current, accurate, and complete with 297 each proposal. The Contractor will be required to certify ODCs if they exceed the threshold in FAR 298 15.403-4. As rates are negotiated for additional Government Fiscal Years, the Contractor will be required 299 to certify such rates as current, accurate, and complete in accordance with FAR 15.403-4. 300

(i) In developing the price of each effort directed under this clause, the established cost per hour and the 302 established fixed fee at 8% set by the Government shall be set forth in the table below: 303

Fiscal Year Established Cost Per Hr Fixed Fee at 8% Per Hr

CAMMO Notional Section H Clauses Page 8 of 15

H005 FACTORY COMPATIBILTY TESTING (FCT) 308

(a) The Government shall have the right during the period of performance of this contract to acquire 310

FCT. 311

(b) The scope of FCT as defined in PWS 3.6.6. Note: Due to asset limitations, typically only one on-site 313 test would be accomplished at a time. 314

(c) The Contracting Officer may issue a request for proposal for each effort, to include description of 316 requirements, Statement of Work (SOW), or Statement of Objectives (SOO). Upon receipt, the 317 Contractor shall submit to the Government a proposal to include at a minimum, a description of how the 318 Contractor proposes to accomplish the effort, a proposed schedule for accomplishing the effort, a basis of 319 estimate to include the total number of hours to adequately support the effort, the total price for the effort 320 [including all Firm Fixed Price (FFP) and Cost Reimbursable (CR) Items, see Attachment X] and the 321 period of performance. 322

(d) Each effort to be performed shall be directed by the Contracting Officer, using Standard Form 30, as a 324 bilateral modification. Such contract modifications shall: 325

(1) Establish the objective(s) of the support to be accomplished; 327

(2) Establish a CLIN under the 3000 through 3499 CLINs series for Firm Fixed Items with an agreed 329 to total Firm Fixed Price; 330

(3) Establish a CLIN under the 3500 through 3999 CLINs series for Cost Reimbursable Items with 332 an agreed to total estimated cost; 333

(4) Establish delivery requirements, e.g. final reports, CDRL delivery, as required; 335

(5) Incorporate SOW or SOO Statement of Objective for the FCT under Section J, Attachment 8; and 337

(6) Establish a period of performance for the effort. 339

(e) In no event shall the Contractor exceed the FFP or period of performance authorized in each 341 individual effort without written approval by the Government unless the scope is increased to include new 342 effort, in which case the process outlined in paragraph (c) above shall be followed. 343

(f) FCT Menu listed under Attachment X shall establish the prices/rates broken out by each fiscal year. 345 These prices/rates are considered to be fully burdened and include an overall skill mix representative of 346 the type of work to be performed under the authority of this clause. A fully burdened rate includes all 347 direct and indirect costs supporting the hourly rates, with the exception of these cost items: travel, 348 shipping, and transportation which are priced separately. If these cost items are required to perform the 349 effort, the estimated costs shall be separated in the Contractor's proposal for recognition and review. 350 Efforts will be priced by multiplying the number of items/hours by the negotiated price/rate per fiscal year 351 in which the effort was directed, and adding the estimated cost items, if applicable. 352

(g) The Contractor will not be required to certify the rates as current, accurate, and complete with each 354 proposal. The Contractor will be required to certify cost items if they exceed the threshold in FAR 355 15.403-4. 356

(h) In developing the price/rate for each effort directed under this clause, firm fixed prices/rates shall be 358 as set forth in the table under Attachment X. 359

CAMMO Notional Section H Clauses Page 9 of 15

H006 PARTNERING WITH GOVERNMENT ORGANIC DEPOTS 360

(a) Purpose. This clause is established to provide guidance and facilitate the implementation of Public 362 Private Partnerships (PPPs) between the Government Buying Activity, hereinafter referred to as 363 "Government," the Contractor, and Government Organic Depots, hereinafter referred to as "Depot." 364 Terms and conditions for PPPs are established through Partnering Agreements (PAs) between the 365 Contractor and the Depot in order to place work through Implementation Agreements (IA), or other 366 similar set of agreements (collectively referred to hereinafter as "PA/IA"). 367

(b) Authority. The Contractor is authorized to enter into PPPs with Depots pursuant to appropriate 369 statutory authority such as, 370

(1) USC Section 2208(j), Working-capital funds, (Competition for subcontract workload for a DOD 372 production contract); 373

(2) 10 USC Section 2563, Articles and services of industrial facilities: sale to persons outside the 375

Department of Defense (Non-DOD Sales); 376

(3) 10 USC Section 2667, Leases: non-excess property of military departments (Leases); 378

(4) 10 USC Section 2474, Centers of Industrial and Technical Excellence: designation; public private 380 partnerships (CITE partnerships); 381

(5) 22 USC Section 2770, General authority (Sale of defense articles/services to US companies for 383 end item sales to friendly foreign countries); 384

(6) Federal Acquisition Regulation (FAR) Part 45.3, Authorizing the Use and Rental of Government 386

Property (Government Furnished Property (GFP)); and 387

(7) 10 USC Section 2539b, Availability of samples, drawings, information, equipment, materials, and 389 certain services (Commercial Test Agreements (CTAs)). In a PPP, which is negotiated under the 390 authority of the foregoing statutes, the Depot performs as a seller of goods and services. 391

(c) Flow-down Requirement. The Contractor shall insert this clause in its subcontracts where such 393 subcontractors, at the appropriate tier, have a PA/IA with the Depot for this contract. 394

(d) FAR Non-Applicability. Pursuant to FAR 1.104, FAR Applicability, PAs/IAs fall outside the 396 applicability of the FAR and agency supplements thereto, because the FAR applies to contracts where the 397 Government party functions as a buyer. Conversely, Depots function as a government seller under a 398

PA/IA. 399

(e) FAR Contract Clauses. No clause or provision contained in the FAR or the DOD/Other Agency 401 Supplement thereto, or any Presidential Executive Order (EO) otherwise applying to the conduct of 402 acquisition from Non-Federal contractors, which is specifically included in this prime contract, shall 403 apply to any PA/IA issued or to any other contractual vehicle placed by the Contractor with a Depot 404 providing a supply/service under this prime contract, except as may be expressly included by mutual 405 consent. Inclusion of any FAR or agency supplement clause or requirement shall be a subject of 406 negotiation between the buyer (Contractor) and the seller (Depot). 407

(1) TINA Non-Applicability. The Truth in Negotiations Act, 10 U.S.C. Section 2306a, as amended, 409 (hereinafter referred to as TINA) and its implementing regulations/clauses, do not apply to any 410 Depot performing under this contract. Accordingly, the Government agrees: 411

CAMMO Notional Section H Clauses Page 10 of 15

(i) The portion of the Contractor's contract price that consists of costs relating to work 413 performed by a Depot need not be supported by the submission of certified cost or pricing 414 data; 415

(ii) Requirements for submission of "subcontractor cost or pricing data," and performance of a 417 cost analysis on said data by the Contractor are inapplicable to cost or pricing data 418 submitted by a Depot under PAs/IAs; and 419

(iii) The absence of such certified data shall not form the basis, directly or indirectly, for a claim 421 by the Government of defective pricing against the Contractor. However, the Contractor is 422 still required to perform a technical analysis of IA proposals in order to determine proposal 423 completeness. 424

(2) Non-Applicability of Advanced Payments. The Contracting Officer will not consider the cash 426 advances required by the terms of the PA/IA to be "Advanced Payments" under FAR Part 32.4. 427

(i) Pricing guidance for sales of goods/services by the Depots provided to the Contractor under 429 a PA/IA is set forth in the DOD 7000.14-R, Financial Management Regulation (DFMR), 430 Volume 2B, Chapter 9, paragraph 090105, Public Private Partnerships at Defense Working 431 Capital Fund Depot Maintenance Activities. 432

(ii) When appropriate to the scope of, and risks associated with, the subject contract, the Depot 434 may elect to accept incremental "advance payments" pursuant to DFMR 70001.14-R, 435 Vol.2B, 090105, Subparagraph E. FAR Part 32.4 will continue to apply with respect to any 436 Advanced Payments by the Government (as the buyer) for the exclusive benefit of the 437 Contractor under this contract. 438

(f) Release of Responsibility. Notwithstanding any clause or provision in this contract, including but not 440 limited to the "Excusable Delays" and "Termination/Default" clauses, the Government agrees not to hold 441 the Contractor responsible, directly or indirectly, for the delay, non-performance, or other noncompliance 442 of any work required under this contract to the extent such delay, non-performance, or noncompliance is 443 attributable to the action or inaction of an Depot performing an IA related to the Contractor's performance 444 obligations under this contract. 445

(1) Equitable Adjustment. Such delay, non-performance, or other non-compliance attributable to the 447 Depot in performing such PA/IA, shall be considered to be an excusable delay for the Contractor 448 or noncompliance for which an equitable adjustment in the performance period and/or cost/price 449 of this contract shall be provided by the Government to the Contractor if so requested by the 450 Contractor, and where the Contractor can demonstrate such ALC fault (quantum and entitlement) 451 as required by the Disputes clause in this contract. Further, such delay, non-performance, or non-452 compliance shall not be used by the Government, in whole or in part, as the basis for termination 453 for default, withholding of progress payments or the assessment of liquidated damages by the 454 Government under this contract. Any disagreement with the Contracting Officer's final decision 455 regarding an equitable adjustment is subject to the Disputes clause. 456

(2) Other Contract Impacts. Such delay, non-performance, or non-compliance attributable to the 458 Depot shall not be used, in whole or in part, by the Government as a basis for: 459

(i) An adverse rating of the Contractor under the Contractor Performance Assessment Review 461

System (CPARS) for its performance under this contract; (ii) An adverse rating of the 462 Contractor under an incentive fee type contract if applicable; 463

(ii) Debarment or Suspension of the Contractor from business with the Government or 465 proposing the Contractor for debarment or suspension; 466

CAMMO Notional Section H Clauses Page 11 of 15

(iii) Withdrawing Government approval of the Contractor's Purchasing System; and 468

(iv) Application of any special risk transfer provision where a performance failure adversely 470 impacts contract compliance, i.e., total system program/integration responsibility 471 (TSP/IR), liquidated damages, warranty, if applicable. 472

(3) Continued "Good Faith/Duty to Mitigate". This provision does not excuse the Contractor from its 474 requirement to continuously exercise good faith to effectively manage the Depot and, if 475 necessary, to perform the affected services itself or find a commercial subcontractor to perform 476 the services. Such efforts include reasonable corrective actions to mitigate the effects of the 477 Depot's noncompliance on prime contract schedule and/or prices. Likewise, this provision does 478 not excuse the Depot from continuously exercising its best and good faith efforts to perform its 479 obligations under its PA/IA. 480

(g) Risk of Damage/Loss. The Government assumes the risk of, and shall be responsible for, any loss or 482 destruction of, or damage to any Government Furnished Property (GFP) or Contractor-acquired property 483 delivered to the Depot under a PA/IA including but not limited to, any amounts the Contractor might 484 otherwise be responsible for under Defense Federal Acquisition Regulation Supplement (DFARS) clauses 485 252.228-7001, Ground Flight Risk, and 252.228-7002, Aircraft Flight Risk, or other Government 486 Property clauses of this contract. In the event the Contractor provides the Depots with Government 487 property, or Contractor-acquired property accountable to this contract and such property is required for 488 continued performance of this contract and is either lost, damaged or destroyed by the Depot, the 489 Contractor shall be entitled to an equitable adjustment under the terms and conditions of this contract to 490 the extent the Contractor actually suffers a loss attributable to the actions or omissions of a Depot. 491

H007 RELEASABILITY UNDER THE FREEDOM OF INFORMATION ACT 493

(a) Purpose. The purpose of this clause is to obtain agreement between the Government and the 495 Contractor regarding the releasability of the contents of this contract and all modifications thereto 496 pursuant to the Freedom of Information Act (FOIA). 497

(b) Contractor Representation. Except for the specific items listed below, the Contractor has determined 499 that the contents of this contract and all modifications thereto do not contain trade secrets or commercial 500 or financial information that is privileged or confidential. These contents include, but are not limited to, 501 the cost/fee and pricing information contained in Section B, Rights in Technical Data, Computer Software 502 and Computer Software Documentation, the cost/fee information contained in Section H option clauses, 503 and all other contract attachments. Accordingly, the Contractor agrees that the Government may release 504 the contents of this contract and all modification thereto, to a requestor of such records under the FOIA. 505

Excepted items are as follows: 507 *_______________________________ 508 *_______________________________ 509 *_______________________________ 510

* To be inserted at contract award 511

(c) Inapplicability. This clause does not apply to any records submitted by the Contractor to the 513 Government during the performance of this contract (e.g., Contractor-created compliance documents and 514 data item submissions), nor does it apply to any records created by the Government during the 515 Contractor's performance of this contract. Requests for any such records will be handled by the 516 Government in accordance with DoD 5400.7-R/AFSUPP/AFSPCSUPP1. 517

CAMMO Notional Section H Clauses Page 12 of 15

(d) This clause does not require, and shall not be construed as requiring, the Government to release any 519 portion of this contract or any modification thereto under the FOIA to any person to the extent the 520 Government concludes a valid exemption exists. This clause shall not be construed as an admission by 521 the Government that any excepted items listed above are not releasable under the FOIA. This clause is 522 not intended to, does not, and may not be relied upon to create any right or benefit, substantive or 523 procedural, enforceable at law or equity against the United States, the Department of Defense, or the 524 Department of the Air Force by the Contractor or any other individual or corporate person (including, but 525 not limited to, a requestor of such records). 526

H008 SMALL BUSINESS UTILIZATION REQUIREMENT 528

(a) This contract includes a requirement for subcontracting to small business concern(s) (as defined in 530 FAR 2.101, Definitions). The Contractor shall ensure that at least 26% of Total Price, for each Period of 531 Performance throughout the life of the contract, is subcontracted to small business concerns. Only first-532 tier (subcontractor one level below prime contractor) subcontract awards may be considered in meeting 533 this requirement; no lower tier may be considered. 534

(b) The minimum requirement stated above may be achieved across any number of CLINs for effort 536 performed during each Period of Performance. The Contracting Officer, with the consultation of the 537 Contractor and the Space and Missile Systems Center Office of Small Business Programs, may waive this 538 requirement for any Performance Year should the Government be convinced that subcontracting 539 opportunities are not practical given that Year's effort. The Contracting Officer may waive a portion of 540 the requirement or the total requirement following this consultation. 541

(c) For the purposes of this Utilization Requirement, Total Price for each Performance Year shall be 543 calculated as: 544

(1) the sum of the Target Prices of CLINs 1500 through 2100, prior to any Quality Performance 546 Index (QPI) adjustment; 547

(2) the sum of the Estimated Costs of CLINs 1501 and 2101, 2401, any of the 3500-series CLINS, 549

4000-series CLINs, and 5000-series CLINs; 550

(3) the Firm Fixed Prices of CLINs 1502 through 2102 and for any of 3000 through 3499 CLINs; 552

(4) the sum of Estimated Cost Plus Fixed Fee for any of 6000-series CLINs; 554

(5) the sum of the Target Price, Estimated Cost Plus Fixed Fee, or Estimated Cost Plus Incentive Fee 556

(whichever is applicable) for any 7000-series CLINs whose Period of Performance coincides with 557 Government Fiscal Year XX, prorated as appropriate for those 7000-series CLINs which cross 558 Government Fiscal Years, where XX represents the Government Fiscal Year aligned with that 559 Performance Year. 560

(d) The Government shall calculate the percentage of Total Price subcontracted to small business 562 concerns for each Performance Year as follows: the numerator shall be equal to the amount reported on 563 the applicable SF294/295/Individual Subcontract Reports through the Electronic Subcontracting 564 Reporting System (eSRS) as subcontracted to small business concern(s) through first-tier subcontracts; 565 the denominator shall be equal to the Total Price described in paragraph (c) above. 566

(e) The Contractor shall make a good faith effort to acquire articles, equipment, supplies, services, or 568 materials, or obtain the performance of construction work, from the small business concerns used in 569 preparing and submitting its proposal, in the same amount and quality used in preparing and submitting 570 the bid or proposal. The Contractor shall provide to the Contracting Officer a written explanation if it 571

CAMMO Notional Section H Clauses Page 13 of 15 fails to acquire articles, equipment, supplies, services, or materials, or obtain the performance of 572 construction work, as described in its proposal. 573

(f) The Contractor shall notify in writing the Contracting Officer if it pays a reduced price to a small 575 business concern subcontractor for goods and services upon completion of the responsibilities of that 576 subcontractor, or the payment to a small business concern subcontractor is more than 90 days past due for 577 goods or services provided for which the Government has paid the Contractor. 578

(g) Failure to meet the minimum small business subcontracting requirement specified above, and in the 580 absence of any waiver granted by the Contracting Officer, shall result in a reduction of one percentage 581 point in the Total Target Profit Percentage associated with Operations, Maintenance, and Sustainment 582 (OM&S) CLINs attributable to the performance year in which the failure occurred (i.e., CLIN 1500 583 through 2100). Furthermore, the Government reserves the right to decline to exercise any contract 584 options as a consequence of such failure. 585

H009 TAXES, CUSTOMS, AND DUTIES 587

a. This contract has been negotiated on the basis that no costs have been included (except as declared 589 below) for customs, excise duty, wharfage dues and fees, assessments or taxes of any kind including, but 590 not limited to, income sales, gross receipts, or other taxes now or hereafter imposed by any Government 591 (other than the United States Government), which are otherwise allowable by PART 31 of the FAR, as in 592 effect on the date of this contract, will be allowable under this contract but will be excluded from the 593 target cost to be used in determining the fee payable pursuant to the "ALLOWABLE COST AND 594 PAYMENT" and "INCENTIVE FEE" clauses of the contract. 595

b. The following taxes and fees related only to the contract have been included in the costs hereof: 597

1) Guam Gross Receipts Tax 599

2) Santa Barbara County Possessory Tax 601

3) Hawaii General Excise and Use Tax 603

H010 CROSS UTILIZATION OF GOVERNMENT-OWNED PROPERTY (GP) AMONG 605

CONTRACTS FA8823-XX-X-XXXX (CAMMO), F04701-02-D-0006 (SCNC), and FA8806-13-C-606

0001 (HYBRID RBC) 607

(a) Authorization is given for the cross-utilization of all Government Property (GP) including Contractor-609 Acquired, Government-Owned Property (CAGP) (CAGP includes special tooling, special test equipment, 610 plant equipment, and facilities) accountable to Contract Nos. FA8823-XX-X-XXXX, F04701-02-D-0006, 611 and FA8806-13-C-0001 on a rent-free, non-interference (RFNI) basis, unless use is otherwise restricted 612 (e.g. restricted rights software and COMSEC equipment/material). In the event of a usage conflict 613 between the owning contract and the using contract, the owning contractor shall notify the Government, 614 and the Government shall then adjudicate the conflict. 615

(b) Since scheduling the RFNI use of and maintenance of GP/CAGP is controlled by the Contractor, no 617 claim for unavailability or unsuitability for use will be recognized by the Government as defined in the 618 clause of the contract entitled "Government Property", FAR 52.245-1. 619

(c) All shipments and transfers will be documented by a DD Form 1149. Government approval is not 621 required for changes in location of GP/CAGP accountable to the aforementioned contracts. Government 622 approval shall be obtained for each transfer of accountability. 623

CAMMO Notional Section H Clauses Page 14 of 15

(d) The Contractor is authorized to transfer residual Government-owned parts and material items among 625 these contracts in accordance with Government-approved company material management accounting 626 system procedures. Records related to transfer of residual material among these contracts are subject to 627 periodic Government review and/or audit. 628

(e) This special contract requirement will be flowed down to all lower-tier subcontracts that include the 630 use of Government-owned property. 631

CAMMO Notional Section H Clauses Page 15 of 15

ATTACHMENT X, FACTORY TESTING COMPATABILTY MENU 633

Factory Compatibility Menu

Firm Fixed Price Items Rate Offeror’s Proposed Price by GFY

Base Year GFYXX GFYXX GFYXX GFYXX GFYXX GFYXX Transition

Phase‐Out

Mission Plan Fixed Price

New Site Survey Fixed Price

Prior Site Survey Fully‐Burdened Hourly Rate

Engineering Support Fully‐Burdened Hourly Rate

General Mission Support Fully‐Burdened Hourly Rate

In‐Field Mission Support Fully‐Burdened Hourly Rate

Info Assurance Support Fully‐Burdened Hourly Rate

Task Order Management Fixed Price

Logistics Fixed Price

System Checkout Fixed Price

Material Fixed Price

Refurbishment Fixed Price

After Action Brief Fixed Price