Breakout Session # 603 Jim Kirlin, Contracts Manager, Raytheon Date Monday, April 26th

1. NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

2. The Contract Manager’s Role in Contractors on the Battlefield Breakout Session # 603 Jim Kirlin, Contracts Manager, Raytheon Date Monday, April 26th Time 2:45 p.m. – 3:45 p.m. NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

3. Purpose • Primer on the Contract Manager’s role in providing contractor support on the battlefield • The viewpoint: Contract Manager in Industry • Learning Objectives: • Know the key contracting issues unique to contractors on the battlefield • Know how to manage those issues • Know the resources for further learning NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

4. Outline • Disclaimer • Introduction • Key Contract Issues Unique to Contractors on the Battlefield • How to Manage These Issues • Resources for Further Learning • Summary • Contact Information • Question and Answers NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

5. Disclaimer The views in this presentation and accompanying paper are those of Jim Kirlin only and are not to be construed as the views of the Raytheon Company NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

6. Introduction • Contractors on the Battlefield present unique and serious legal and contractual issues affecting contractor personnel • The Contract Manager must: • Know these unique issues • Coordinate the company’s team of legal, human resources and financial experts to address them in the contract • Manage them during contract execution NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

7. Key Contract Issues Unique to Contractors on the Battlefield • Ten Key Issues • List is not exhaustive • Each issue is summarized to provide awareness and orientation to the issue • Brevity prevents accuracy for all situations • The reader is cautioned that further research is necessary to apply these issues to the situation at hand NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

8. 1. Legal Status • Contractor personnel’s status varies: • U.S. Citizen • Country they are in • Agreements and Conventions • Geneva Convention • Contractors are not combatants and are not noncombatants • Contractors are “civilians accompanying the force” • Should not be the object of a military attack but can be “collateral damage” • Do not use contractors in a manner that jeopardizes their status NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

9. 2. Applicable Law • Three types of law apply: • International • Host Nation • U.S. Law • Must comply with Host Nation law unless special status by treaty or agreement applies • Two U.S. laws of direct concern • Uniform Code of Military Justice (UCMJ) • Military Extra-Territorial Jurisdiction Act of 2000 (METJA) • Both have potential but limited application NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

10. 3. Force Protection • Government usually provides force protection to contractor personnel at level commensurate with that provided to government civilians • Military commanders make independent judgments depending on the circumstances • Self-defense may jeopardize personnel’s status as “civilians accompanying the force” NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

11. 4. Weapons • As a general rule, contractor personnel should not be armed • Theater Commander decides whether the contractor personnel will be allowed to carry a government furnished weapon for self-defense purposes • Acceptance of weapon is at discretion of the company and the individual • Training in use, laws of war, use of force, etc. • Personnel may incur civil and criminal liability NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

12. 5. Uniforms • Contractor ensures its personnel have the necessary personal clothing and safety equipment • Clothing should be distinctive and unique, not imply person is a military member, and not adversely affect government’s tactical position • Contractors are not authorized to wear military uniforms except for items of safety and security such as nuclear, biological, and chemical defensive equipment NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

13. 6. Compliance With Orders • Contractor is responsible for the management of its personnel • Contractor shall ensure its personnel comply with all military orders relating to non-interference with military operations, force protection, health and safety • Contractor can be ordered to replace personnel who don’t comply NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

14. 7. Medical • Government states all physical and medical requirements • Government may screen contractor personnel for medical fitness to deploy • Government may require DNA sampling • Government may provide injections related to biological and chemical warfare or that are only available from the military (e.g., anthrax) • Government may or may not provide routine or emergency medical or dental care at no cost or cost-reimbursement basis NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

15. 8. Workers’ Compensation • Contractor personnel usually covered • Four related acts provide various coverages: • Defense Base Act • Longshoreman and Workers’ Compensation Act • War Hazards Compensation Act (WHCA) • WHCA also provides that a person missing from his/her place of employment, taken hostage or POW, is totally disabled and receives commensurate disability compensation NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

16. 9. Company Policy • Company policy may place limits on risks the company or its personnel may accept • May limit duty to a best effort to provide personnel as deployment is not a condition of employment and company can only accept volunteers • Inabililty to provide volunteers would be an excusable delay and can’t be terminated for default • Company may prohibit personnel from accepting weapons NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

17. 10. Contractor Personnel Pay • Deployed personnel usually work assigned shifts greater than 40 hours • Personnel may not be in control of their work schedule • Availability becomes the determining issue • Balance mission with health and safety • Additional pays such as on-call, hazardous, hardship, overseas, and tour completion bonuses are allowable NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

18. How to Manage these Issues – Getting on Contract • It takes a team - get company legal, personnel, contracts, finance involved early  • Learn - work with the government buying office and DCMA to learn the requirement   • Communicate - share company policy and learning with the government  • Meet customer's need - get the requirement on contract quickly and price it later if needed NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

19. How to Manage these Issues - Changes • You can't know everything - unforeseen events will occur • Create a flexible contract - it's more important to describe a process for dealing with changes than to delay until every possibility is covered  • Changes - a lot of contract direction and changes can appropriately occur and be administered In-Theater NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

20. How to Manage these Issues - Personnel • Preparation - essential to arriving ready to work • Full understanding - well informed personnel have their questions answered before deploying and can focus on the mission  • Do not deploy personnel and forget: Deployment is high stress. Think of their safety and morale  • Rotation - plan for rotation of personnel so there is overlap and no drop in performance NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

21. How to Manage these Issues – Customer Support • 24/7 support - reach back is key. Know how your personnel will support the customer around the clock and how you will support your personnel around the clock  • Fight for feedback - find out how the product or service is performing from your in-theater customers • Reputation - never forget that the company's reputation is on the line NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

22. How to Manage these Issues – The Warfighter • Serious business - people's lives are on the line: do the job right  • Mission - it's all about supporting the war-fighter: they deserve the best! NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

23. Resources for Further Learning • Know one knows it all • Resources are there • Top ten resources presented here • These resources provide links to many other excellent resources and POCs • New documents are being published or updated as a result of recent experience NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

24. Resources (continued) • Company Policy • Location: Company's internal contracting or legal policy homepage  • Comment: A must. Companies provide guidance to the contract manager on the acceptability of key issues. NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

25. Resources (continued) • U.S. Army Field Support Command - Office of Counsel, Contractor on the Battlefield Resource Library • Location: http://WWW.OSC.ARMY.MIL/OTHERS/GCA/battle2.htm  • Comment: Outstanding resource providing well-organized links to essential documents. NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

26. Resources (continued) • U. S. Army Material Command, Contingency Contracting and Contractor on the Battlefield Policy, Guidance, Doctrine, and Other Relevant Information • Location: http://www.amc.army.mil/amc/rda/rda-ac/ck/ck-prime.htm  • Comment: Outstanding site with comprehensive resources NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

27. Resources (continued) • Air Force General Counsel Guidance Document - Deploying with Contractors: Contracting Considerations, November 2003 • Location: http://WWW.OSC.ARMY.MIL/OTHERS/GCA/battle2.htm  • Comment: Excellent top-level discussion of key issues with extensive footnotes and references. NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

28. Resources (continued) • Army Contractors Accompanying the Force (CAF)(AKA Contractors on the Battlefield) Guidebook, 8 Sep 2003 • Location: http://WWW.OSC.ARMY.MIL/OTHERS/GCA/battle2.htm  • Comment: Provides contract language (templates) for each issue. Contains draft AFARS language and clause. NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

29. Resources (continued) • Frequently Asked Questions About Contractors and Contracting • Location: http://www.amc.army.mil/amc/rda/rda-ac/ck/ck-prime.htm  • Comment: Answers to FAQ. Well-organized by topic. NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

30. Resources (continued) • Army Regulation 715-9 (draft) Contractors Accompanying the Force • Location: http://WWW.OSC.ARMY.MIL/OTHERS/GCA/battle2.htm • Comment: AR 715-9 dated 29 October 1999 is being revised. Draft is Feb 03. The new regulation will consolidate AR 715-9 with AR 700-137 LOGCAP and DA PAM 715-16 Contractor Deployment Guide. It will also include excerpts from DA PAM 700-31 Commander's Guide to Peacekeeping Operations: A Logistics Perspective. The complimentary Army doctrine may be found in FM 3-100.21 Contractors on the Battlefield dated 3 January 2003 that supersedes FM 100-21, 26 March 2000. NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

31. Resources (continued) • DA PAM 715-16 Contractor Deployment Guide • Location: http://WWW.OSC.ARMY.MIL/OTHERS/GCA/battle2.htm   • Comment: Practical "plain-text" information on a wide variety of contractor deployment issues. Helpful in processing deploying contractor personnel. NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

32. Resources (continued) • FAR/DFARS/AFARS • FAR 52.228-3 Worker's Compensation Insurance (Defense Base Act) • FAR 52.228-4 Workers Compensation & War Hazard Insurance Overseas • FAR 52.228-7 Insurance - Liability to Third Persons (Cost Type Contracts) • FAR 52.246-25 Limitation of Liability - Services (Cost Type Contracts) • DFARS 252.228-7003 Capture and Detention • DFARS 252.225-7043 Antiterrorism and Force Protection • DFARS 252.228-7000 Reimbursement for War Hazard Losses • AFARS 5152.225-74-9000 (DRAFT) Contractors Accompanying the Force (June 2003) • Location: http://akss.dau.mil/jsp/default.jsp • Comment: Not all the clauses go in automatically. Must read when they are applicable. NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

33. Resources (continued) • Joint Publication 4.0 Doctrine for Logistic Support of Operations • Location: http://WWW.OSC.ARMY.MIL/OTHERS/GCA/battle2.htm  • Comment: See Chapter V - Contractors in the Theater NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

34. Summary • Primer on the Contract Manager’s role in providing contractor support on the battlefield • The viewpoint: Contract Manager in Industry • Learning Objectives: • Know the key contracting issues unique to contractors on the battlefield • Know how to manage those issues • Know the resources for further learning NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

35. Contact Information Jim Kirlin, CPCM, CFCM Contracts Manager Network Centric Systems Raytheon Company 1010 Production Road M/S C2-09 Fort Wayne, IN 46808-4106 (260) 429-6259 office fax: -5194 (260) 804-4800 cell Jim_W_Kirlin@raytheon.com NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”

36. Questions and Answers • You have questions • We have answers • Audience help in answering is welcome! • Share the time with others • Must conclude formal part on time • Be glad to discuss further outside the room NCMA World Congress 2004 “Maximizing Value to Stakeholders…Contract Management in the Business World”