TABLE OF CONTENTS

AF FAR SUPPLEMENT CLAUSES/PROVISIONS
H-1 5352.210-9000 Elimination of Use of Class I Ozone Depleting Substances (ODS) in Air Force Procurements (OCT 1994)

AFMC FAR SUPPLEMENT CLAUSES/PROVISIONS
H-2 5352.216-9002 Award Fee (FEB 1995)
H-3 Reserved
H-4 5352.235-9001 Application for Frequency Authorization (JUL 1992)
H-5 5352.236-9006 Segregation of Costs (NOV 1995)
H-6 5352.245-9000 Base Support Clause (JUL 1992) - Alternate I (JUL 1992)

ADDITIONAL SPECIAL CONTRACT REQUIREMENTS
H-7 Incorporation of Section K
H-8 Associate Contractor Relationships
H-9 Foreign Nationals
H-10 Badge Requirements
H-11 Public Release Of Information
H-12 Advanced Technology Studies (CLIN 0006)
H-13 Integrated Task and Management Plan (ITAMP) & Integrated Master Schedule (IMS)
H-14 Data Interchange
H-15 Deployment Capability (CLIN 0013)
H-16 Targets (CLIN 0012)
H-17 Authority to Proceed Milestones
H-18 Total System Performance Responsibility
H-19 Engineering and Manufacturing Development (EMD) Proposal (CLIN 0011)
H-20 Call for Improvements
H-21 Commercial Aircraft Payments (CLINs 0003 - 0005 & 0008 - 0010)

The following Special Contract Requirements in Air Force FAR Supplement are applicable to this contract and are incorporated by reference:

H-1. 5352.210-9000 ELIMINATION OF USE OF CLASS I OZONE DEPLETING SUBSTANCES ODS IN AIR FORCE PROCUREMENTS (OCT 1994)

Insert the following in the list contained in paragraph d:

Substance Application/Use Quantity(lbs)
Halon 1301 747-400F fire suppression system 330

Note: A waiver for use of this ODS will be obtained prior to contract award.

The following Special Contract Requirements in Air Force Materiel Command FAR Supplement are applicable to this contract and are incorporated by reference:

H-2. 5352.216-9002 AWARD FEE (FEB 1995)

Insert in paragraph d, "20 pages"

H-3. Reserved.

H-4. 5352.235-9001 APPLICATION FOR FREQUENCY AUTHORIZATION (JUL 1992)

H-5. 5352-236-9006 SEGREGATION OF COSTS (NOV 1995)

H-6. 5352.245-9000 BASE SUPPORT CLAUSE (JUL 1992) --ALTERNATE I (JUL 1992)

Insert in paragraph (e):

Kirtland AFB, NM
Edwards AFB, CA - (Birk Test Flight Facility, Bldg 151 and adjacent office space to accommodate up to 400 people. Specific square footage needs must be noted in the Offeror's proposed base support list)
White Sands Missile Range, NM
China Lake Naval Weapons Station, CA
Vandenburg AFB, CA

Insert in paragraph (f): *To be included by Offeror (to become an attachment to the definitive contract).

The following additional Special Contract Requirements are applicable to this contract:

H-7. INCORPORATION OF SECTION K

The provisions of SECTION K of PART IV of Request for Proposal F29601-96-R-0001 as completed by the Offeror in its proposal, are incorporated herein by reference.

H-8. ASSOCIATE CONTRACTOR RELATIONSHIPS

(a) It is recognized that success of the ABL Program depends in part upon the compatibility of the equipment, data, and services of the various Associate Contractors involved in the Program. This clause is intended to insure that there will be appropriate coordination and integration of work by the Associate Contractors to achieve complete compatibility and to prevent unnecessary duplication of effort. By executing this contract, the Contractor assumes the responsibilities of an Associate Contractor. For the purpose of this clause, the term Contractor includes subsidiaries, affiliates, and organizations under the control of the contractor (e.g. subcontractors).

(b) Work under this contract may involve access to proprietary or confidential data from an Associate Contractor. To the extent that such data is received by the Contractor from any Associate Contractor for the performance of this contract, the Contractor hereby agrees that any proprietary information received shall remain the property of the Associate Contractor and shall be used solely for the purpose of the system interface integration. Only that information which is received from another contractor in writing and which is clearly identified as proprietary or confidential shall be protected in accordance with this provision. The obligation to retain such information in confidence will be satisfied if the Contractor receiving such information utilizes the same controls as it employs to avoid disclosure, publication, or dissemination of its own proprietary information. The receiving Contractor agrees to hold such information in confidence as provided herein so long as such information is of a proprietary/confidential or limited rights nature.

(c) The Contractor hereby agrees to closely cooperate as an Associate Contractor with the other Associate Contractors on this Program. This involves as a minimum:

(1) maintenance of a close liaison and working relationship;
(2) maintenance of a free and open information network with all Government-identified associate Contractors;
(3) delineation of detailed interface responsibilities;
(4) entering into a written agreement with the other Associate Contractors setting forth the substance and procedures relating to the foregoing, and promptly providing the Procuring Contracting Officer with a copy of same; and,
(5) receipt of proprietary information from the Associate Contractor and transmittal of Contractor proprietary information to the Associate Contractors subject to any applicable proprietary information exchange agreements between associate contractors when, in either case, those actions are necessary for the performance of either.

(d) In the event that the Contractor and the Associate Contractor are unable to agree upon any such interface matter of substance, or if the technical data identified is not provided as scheduled, the Contractor shall promptly notify the Procuring Contracting Officer and furnish the Contractor's recommended solution. The Government will determine the appropriate corrective action and the PCO will issue direction to the affected Contractor. The Contractor shall proceed in accordance with such direction subject to applicable contract provisions.

(e) The Contractor agrees to insert in all subcontracts hereunder which require access to proprietary information belonging to the Associate Contractor, a provision which shall conform substantially to the language of this clause, including this paragraph (e).

(f) Associate contractors for the ABL PDRR program include the Aerospace Corporation, BETAC, Gram Inc., Los Alamos Technology Associates (LATA), Logicon RDA, Massachusetts Institute of Technology-Lincoln Laboratory, (MIT-LL), Mission Research Corporation, MITRE, Science Application International Corporation (SAIC), S-Systems, the Optical Sciences Company, Tecolote, and W.J. Schafer Associates, Inc.

H-9. FOREIGN NATIONALS

(a) For purposes of this clause, foreign nationals are all persons not citizens of, nor resident aliens or immigrant aliens of, the United States. Nothing in this clause is intended to waive any requirement imposed by any other US Government agency with respect to employment of foreign nationals or export control.

(b) The Contractor acknowledges that equipment/technical data generated or delivered in performance of this contract is controlled by the International Traffic in Arms Regulations (ITAR), 22 CFR Sections 121-128, and may require an export license before assigning any foreign national to perform work under this contract or before granting access to foreign nationals to any equipment/technical data generated or delivered in performance of this contract (see 22 CFR Section 125.03 in this regard). The Contractor agrees to notify the Contracting Officer (CO) 10 working days prior to assigning or granting access to any work, equipment, or technical data generated or delivered in performance of this contract. This notification will include the name and country of origin of the foreign national, the specific work, equipment or data to which the person will have access, and whether the foreign national is cleared to have access to technical data (Reference: Section 3 of DoD 5220.22-M, "Industrial Security Manual for Safeguarding Classified Information").

(c) The above requirements shall not be construed as an application for an export license nor shall they in any way be interpreted to impede the Contractor's right to apply for an export license. However, if the CO disagrees with the application, the Contractor will be so notified.
H-10. BADGE REQUIREMENTS

Resident contractor personnel (on-site contractor personnel working within Phillips Laboratory (PL) facilities on a continuous basis, part-time, or full-time) must be recognizable as contractors while in PL facilities. This may be accomplished by the wearing a PL identification badge. Visitor badges shall be obtained from the Visitor Center in accordance with PL Regulation 125-1. Contractors will be responsible for acquiring an appropriate number of badges to meet their needs.

H-11. PUBLIC RELEASE OF INFORMATION

For purposes of DFARS 252.204-7000 "Disclosure of Information" the Contracting Officer's representative for prior approval of any release of information is the below listed Public Affairs Office. Accordingly, any proposed public release of information, including news releases, articles, advertisements, still/movie pictures, speeches, journal articles, symposium presentations and proceedings pertaining to this contract, or the work called for by this contract, shall not be made public without approval prior to release by Phillips Laboratory Public Affairs Office. Contact the PA office at 505/846-6246 or 0423, telefax 505/846-0428 for current guidelines before mailing copies. Twelve (12) copies of proposed releases shall be submitted for review and clearance at least sixty (60) days prior to the proposed release date. The mailing address is 3550 Aberdeen Ave SE, Kirtland AFB, NM 87117-5776. For overnight express delivery use 3650 Aberdeen Ave SE, Bldg 497, Rm 116, Kirtland AFB, NM 87117-5750.

H-12. ADVANCED TECHNOLOGY STUDIES (CLINs 0006 and 0007)

Two cost reimburseable line Items (CLINs 0006 and 0007) are included for specific studies that the Government may direct, by task order, to assess the feasibility of incorporating improved technologies; for example: COIL laser efficiency improvements, desired adjunct mission capabilities, improved beam control systems/tracking concepts, increased laser efficiency concepts, etc. into the EMD ABL design.

(a) The Government shall have the right, during the period of performance of this contract, to acquire hours for studies that are within the general scope of the contract.

(b) Task orders may be authorized, provided the total hours acquired do not exceed the maximum number of hours stated in Section B paragraph 3, entitled "Level of Effort (LOE) - CPFF".

(c) Each time a task order is authorized, the increase in estimated cost and fixed fee shall be in accordance with the Task Order Guidance and Negotiated Rate Table provided in Attachment 3 to this contract.

(d) Work under CLINs 0006 and 0007 will be authorized by PCO issuance of task orders. The task order will reference the contract line item number(s), include the specific level-of-effort, the estimated cost, the period of performance, a definition of the work to be performed, and acceptance criteria. No work shall begin until the task order modification is issued. Changes as defined by the clause of this contract entitled "Changes -- Cost-Reimbursement" to the contract will not be accomplished by task orders. All task orders issued under this contract shall be in accordance with Attachment 3 entitled "Task Order Guidance" and "Task Order Negotiated Rate Table".

(e) The System Program Office Technical Representative is hereby authorized to represent the Procuring Contracting Officer in discussions pertaining to task order statements within the scope, level of effort, terms and conditions, total price, and period of performance of the basic contract and modifications thereto. Issuance of task orders for the purpose of authorizing the Contractor to perform work under this contract shall be accomplished in accordance with paragraph (d) above.

(f) To support payment of work performed under CLIN 0006, the invoices submitted shall contain a certification by the Contractor stating that the labor hours indicated thereon were the actual number of labor hours expended during the period for which the invoices were submitted.

H-13. INTEGRATED TASK & MANAGEMENT PLAN (ITAMP) & INTEGRATED MASTER SCHEDULE (IMS) DESCRIPTION AND USE

The Tasks Section of the ITAMP replaces the traditional Statement of Work contractual document. Whenever the term "Statement of Work" appears in this contract or in documents or provisions incorporated by reference into the contract, it shall be interpreted to mean the ITAMP. Changes to the ITAMP will be governed by the "Changes" clause of this contract.

H-14. DATA INTERCHANGE

a. The contractor shall implement electronic data interchange with the Government to establish electronic mail and scheduling, as well as electronic access to all CDRLs and other data created on the program necessary to support the management and engineering efforts of the program. The contractor shall provide electronic access control in accordance with an access list provided by the PCO.

b. To insure appropriate Government insight, Government personnel will be included in the appropriate Integrated Product Teams and will be present at the Contractor's plant frequently while engaged in ABL activities. The Government shall have access to any and all contractor data pertinent to ABL activities generated on the program.

c. Best commercial practices and contractor format will be used for all data created for this contract other than the Contract Data Requirements List (Exhibits A and B).
H-15. Deployment CapabilitY (CLIN 0013)

The Government hereby reserves the right to add a priced option to this contract for a Deployment Capability. A Government/Contractor contingency action team will be established under this contract, to define with the user, the deployment spares, support equipment, training, software support, and contractor technical support necessary to deploy the ABL. This option will provide the Air Force with the capability to field the PDRR aircraft to the theater for sustained operations in the event the PDRR system must be deployed. The option period is anticipated to be six months prior to final flight demonstration until the EMD aircraft is available. A firm proposal will be requested by the Government after this capability has been more fully defined - nominally, after the PDRR CDR. Exercise of this option will be solely at the discretion of the Government.

H-16. Targets (clin 0012)

The Government, at its sole discretion, may unilaterally exercise the option for CLIN 0012 as shown in Attachment 7 to this contract at any time during the contract period of performance by issuance of a contract modification. CLIN 0012 provides for the contractor to supply targets for the test program. The Government shall give the contractor (to be provided by offeror) days notice prior to exercising the CLIN 0012 option. For purpose of option exercise, the parties agree that the written exercise of option shall be effective at the time the Government either deposits the written exercise of the option in the mail or hand-delivers the written exercise of the option to the Contractor or the Contractor's representative.

H-17. AUTHORITY TO PROCEED MILESTONES

(a) The PDRR effort consists of two phases and two Authority to Proceed (ATP) decision points. The Air Force Acquisition Executive will make the ATP decisions with the advice of the ABL Overarching Integrated Product Team and the consent of the Defense Acquisition Executive.

(b) PDRR Phase I consists of the preliminary/detailed design, fabrication, ground integration, and initial flight test activities for the PDRR program. An ATP decision point (ATP 1) has been included during PDRR Phase I. ATP 1 will occur after the flight-weighted laser module test and the Preliminary Design Review. PDRR Phase I will be structured to minimize Government funding exposure prior to the first ATP decision in FY98. However, to the maximum extent practical, major program expenditures will be programmed to occur after the ATP decision. Incremental funding for CLINS 0001 and 0002 will be provided to cover contractor performance through the first ATP decision. In addition, incremental funding for only those customary commercial installment payments required for CLINs 0003 - 0005 will be provided prior to ATP 1. After successful completion of the first ATP review, additional incremental funding (CLINs 0001, 0002 and 0003 - 0005) will be provided to complete PDRR Phase I. To successfully complete the first ATP review, the contractor must meet the exit criteria outlined in the ITAMP (see Section L-2, paragraph 5.2.3).

(c) At the end of PDRR Phase I, a second ATP decision point will authorize continuing into PDRR Phase II. The PDRR Phase II effort completes PDRR flight testing and finalizes the ABL EMD configuration, based upon the results of PDRR, adjunct mission studies, and incorporation of technology improvements, insuring a smooth transition from PDRR to the EMD phase. PDRR Phase II will also include purchase of long lead hardware, necessary to perform the EMD phase in a timely and cost efficient manner, including the EMD 747-400F aircraft (CLINs 0008 - 0010). After successful completion of ATP 2, the balance of the PDRR funding will be provided incrementally; however, expenditures to procure the EMD aircraft (CLIN 0008 - 0010) and other long lead hardware may only be made after receipt of written authorization of the Contracting Officer taking into account technical maturity and program risk. To successfully complete the second ATP review, the contractor must meet the exit criteria outlined in the ITAMP (see Section L-2, paragraph 5.2.3).

H-18. TOTAL SYSTEM PERFORMANCE RESPONSIBILITY

(a) The Contractor hereby assumes total system performance responsibility for providing an integrated ABL weapon system in accordance with the terms of this contract. This includes the aircraft to be delivered under CLIN 0003 which will be accepted by the Government and immediately provided to the contractor as government furnished property - as is in accordance with FAR 52.245-19 "Government Property Furnished "As Is" and DFARS 5352.245-9003 "Contractor Responsibility for GFP". Under no circumstances will the aircraft be subject to a claim of defective GFP. Prior to Government inspection and acceptance of CLIN 0003, the commercial PDRR 747-400F aircraft, the Contractor will ensure that the aircraft is suitable for its intended use in accordance with FAR 52.245-5 "Government Property (Cost-Reimbursement, Time-and-Material, or Labor Hour Contracts) clause of this contract. After Government inspection and acceptance of CLIN 0003, the aircraft will be provided to the Contractor to complete modification and integration of the Airborne Laser systems. The Contractor shall accomplish the integration of the 747-400F aircraft with the ABL system in such a manner as to assure the ABL meets the performance requirements set forth in the Technical Requirments Document. Any subsequent failure of the ABL weapon system will be presumed to be the responsibility of the ABL PDRR prime contractor to correct.

(b) Prior to Government inspection and acceptance of CLIN 0008, the commercial 747-400F EMD aircraft, the Contractor will ensure that the aircraft is suitable for its intended use in accordance with FAR 52.245-5 "Government Property (Cost-Reimbursement, Time-and-Material, or Labor Hour Contracts) clause of this contract. This aircraft will be provided as GFP under the subsequent Engineering Manufacturing Development (EMD) contract and under no circumstances will the aircraft be subject to a claim of defective GFP. The contractor agrees that the provisions of paragraph (b) of this clause or provisions substantially similar will be included in the EMD contract.

H-19. ENGINEERING AND MANUFACTURING DEVELOPMENT (EMD) PROPOSAL

Upon Contracting Officer request, the Contractor shall prepare and deliver a proposal for the EMD Phase of the ABL weapon system after ATP 2. This proposal shall be prepared in accordance with written instructions provided by the Contracting Officer.

H-20. CALL FOR IMPROVEMENTS

(a) After the Critical Design Review and prior to Authority to Proceed (ATP) for Phase II, the Contracting Officer will issue a Call for Improvements (CFI) to allow the government and the contractor to update the assumptions underlying the cost and terms and conditions of PDRR Phase II. In the CFI response, the contractor will have the opportunity to update/revise the PDRR Phase II estimates and negotiate an adjustment if necessary. The contractor will also be able to negotiate updates to other contract terms and conditions as directed in the CFI.

(b) Because the Deployment Capability option, (after CLIN 0013 is defined, negotiated, added to the contract, and exercised) must be available to the government until the EMD aircraft is ready to deploy, the Contracting Officer may issue a CFI. Again, the government will issue a CFI at a specified period (negotiated at the time the option is added to the contract) and allow the contractor and the government to reassess the negotiated option price and delivery schedule.

H-21. COMMERCIAL PAYMENTS (CLINs 0003 - 0005 & 0008 - 0010)

(a) CLINs 0003 - 0005 and 0008 - 0010 will be acquired using standard commercial practices. In accordance with FAR Subpart 32.2, and FAR 52.232-29, "Terms for Financing of Purchases of Commercial Items," commercial advance and interim payments are authorized subject to the provisions of DFARS 252.232-7007 entitled "Limitation of Government's Obligation."
(b) The Contractor shall be reimbursed for commercial advance, interim and delivery payments for the 747-400F aircraft in accordance with a contractor proposed payment schedule which shall be consistent with the FAR and statutory provisions set forth in this clause. Commercial advance and iterim payments will be made upon submission of certified invoices which contain proof of payment by the contractor or subcontractor to Boeing Commercial Aircraft Group (BCAG). Delivery payments will be made upon acceptance and inspection of each CLIN after submission of proof of payment to BCAG. The Government shall pay the Contractor the balance of the delivery price for the aircraft less any commercial advance or interim payments received by the Contractor. A sample schedule is shown in the table below:

(c) The Contractor will be responsible for compliance with all laws relating to payment, including 10 USC 2307 (f), Conditions for Payments for Commercial Items. Note:If the offeror s financial condition is proposed as security: The offeror must submit proposed security to support proposed Government financing and justify the adequacy of this security in accordance with FAR 32.202-4. The Contractor's financial condition may be accepted as adequate security for providing commercial advance and interim payments subject to review of information submitted by the offerors. Nothwithstanding Government acceptance of the Contractor's financial condition as adequate security, the Government reserves the right to require other security under paragraph (c) of FAR 52.232-29, "Terms for Financing of Purchases of Commercial Items," in the event the Contractor's financial condition changes and is no longer determined to be adequate security by the Contracting Officer.

Amount Due per Aircraft
Due Date of Payment : (Percentage times Advance Payment Base Price) Payment

Commercial Advance Payment:

Purchase Agreement Execution 1%

24 Months Prior to the First Day of the
Scheduled Delivery Month of the Aircraft 4%

Commercial Interim Payment:

21 Months Prior to the First Day of the
Scheduled Delivery Month of the Aircraft 5%

18 Months Prior to the First Day of the
Scheduled Delivery Month of the Aircraft 5%

15 Months Prior to the First Day of the
Scheduled Delivery Month of the Aircraft 5%

12 Months Prior to the First Day of the
Scheduled Delivery Month of the Aircraft 5%

9 Months Prior to the First Day of the
Scheduled Delivery Month of the Aircraft 5%

6 Months Prior to the First Day of the
Scheduled Delivery Month of the Aircraft 5%

Delivery Payment:

Aircraft Delivery and Acceptance 65%
Technical Data/License TBD
Engineering Services TBD

Note: The amount of the 1 % Advance Payment due upon option exercise is to be decremented by $XXXXXX, the option fee per aircraft.